Common use of Non-Competition Clause in Contracts

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

Non-Competition. During While the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized is employed by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from Company and during the one (a) owning five percent (5%) or less l)-year period immediately following termination of the stock or other securities of a publicly held corporationExecutive’s employment with the Company for any reason (the “Restricted Period”), so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete or assist another Person in competing with the Business (as defined below), or any responsibility whatsoever forportion of the Business, in the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with all or a portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to work for or provide any services whatsoever to, in any capacity, whether as an employee, independent contractor, consultant, agent, co-venturer, or otherwise otherwise, whether with or without compensation, any Person that is engaged in all or any portion of the Business, as conducted or in active planning to be connected or associated conducted during the Executive’s employment with such Competing Businessthe Company or, with respect to the portion of the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment terminates, in the Restricted Area. Notwithstanding the foregoing, if nothing in this Agreement shall (A) prevent the Executive from providing services to a company has separate divisions consulting firm that provides services to any business that competes with the Business, (B) preclude the Executive from owning up to two percent (2%) of the publicly traded securities of any business or subsidiaries(C) prevent the Executive from providing services to an entity that contains a business that competes with the Business, some of which conduct a Competing Business provided, that, the Executive is not responsible for (and some of which conduct other businesses which are does not Competing Businessesengage or participate in) the day-to-day management, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions oversight or subsidiaries supervision of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companybusiness, and (y) provided, further, that the Executive obtains does not have direct supervision over the prior written consent of Vishay expressly authorized by the Board of Directorsindividual or individuals who are so responsible for such day-to-day management, which consent shall not be unreasonably withheldoversight or supervision.

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

Non-Competition. During The Executive agrees that, during the Non-Competition Restricted Period, Executive he or she shall not, without the prior written consent of Vishay expressly authorized by the Board of DirectorsCorporation, directly or indirectly, own, manage, operate, join, control, participate in, invest (i) carry on or engage in business activities that are competitive with any aspect of the Business within the Restricted Territory on his or otherwise be connected her own or associated with, on behalf of any Person or any Principal or Representative of any Person; (ii) hold a position with any Person engaging in any mannerbusiness activities that are competitive with any aspect of the Business, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisoror otherwise, agentin which (A) the Executive will have duties, proprietoror will perform or be expected to perform services for such Person, trustee that relate to such business activities that are competitive with any aspect of the Business within the Restricted Territory (for the avoidance of doubt, to the extent the Executive will only have duties with respect to, and will only perform or investorbe expected to perform services for, aspects of such Person’s business that are not competitive with any Competing aspect of the Business, such activity shall not be restricted by the foregoing clause (A)), or (B) the Executive will use or disclose or be reasonably expected to use or disclose any Confidential Information for the purpose of providing, or attempting to provide, such Person with a competitive advantage with respect to such business activities that are competitive with any aspect of the Business within the Restricted Territory; or (iii) own any interest in or organize any Person which engages in any business activities that are competitive with any aspect of the Business within the Restricted Territory; provided, however, that nothing in this Agreement Section 7(d) shall prevent Executive from (a) owning five prohibit or limit the Executive’s ability to purchase or hold, solely for investment purposes, up to two percent (52%) or less of the stock of any publicly traded entity (whether or other securities not it engages in any business activities that are competitive with any aspect of a publicly held corporation, the Business within the Restricted Territory) so long as the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated withactively involved in the management, such corporation, operations or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldbusiness thereof.

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

Non-Competition. During In consideration of the NonCompany’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-Competition four (24) months thereafter (the “Restricted Period”), Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany, directly or indirectly, own, manage, operate, join, control, participate in, invest engage in or otherwise become associated with a Competitive Activity. For purposes of this Agreement, (i) “Competitive Activity” means any business or other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment by the Company such Similar Products and (ii) “Similar Products” means (A) any time share or vacation ownership exchange service or program (the “Exchange Business”); (B) any 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 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 connected considered to have become “associated with a Competitive Activity” if Executive becomes directly or associated with, in any manner, including indirectly involved as an owner, principal, employee, officer, director, employee, independent contractor, subcontractorrepresentative, stockholder, memberfinancial backer, manageragent, partner, principal, consultantmember, advisor, agentlender, proprietorconsultant or in any other individual or representative capacity with any individual, trustee or investorpartnership, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock corporation or other securities of organization that is engaged in a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessCompetitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than one percent (1%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a company has separate divisions national stock exchange or subsidiaries, some of which conduct 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 Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only material inducement to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany’s entering into this Agreement.

Non-Competition. During By and in consideration of the Non-Competition PeriodCompany’s entering into this Agreement and the Salary, other compensation and benefits to be provided by the Company hereunder (including, but not limited to, the Commencement Option and the Commencement Units), and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees that the Executive shall not, without during the prior written consent Employment Term and for a period of Vishay expressly authorized by two (2) years thereafter (the Board of Directors“Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated with, in any manner, including as an officerbut not limited to, holding the position of shareholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, with any Competing BusinessEnterprise. For purposes of this paragraph, the term “Competing Enterprise” shall mean any person, corporation, partnership or other entity engaged in a business which is in direct competition with any material or significant business of the Company or any of its affiliates at the relevant time (or, during the Restriction Period, at the date of termination of employment); providedprovided that, howeverthe direct or indirect parent of any entity that is in direct competition with the Company shall be considered to be in direct competition with the Company, but that nothing in this Agreement herein shall prevent preclude the Executive from (a) owning five percent (5%) providing services to an entity affiliated with, but not directly or less of indirectly controlling or controlled by an entity that is in direct competition with the stock or other securities of a publicly held corporation, Company so long as the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toservices, advice or otherwise be connected other assistance to such competing entity. For the avoidance of doubt, the Company and the Executive agree that as of the Commencement Date, the material or associated with such Competing Businesssignificant businesses of the Company are: (1) ▇▇▇▇▇▇ Distribution, an international, full-service distributor of C class maintenance, repair, operating and production supplies; (2) Associated Spring, an international manufacturer of precision mechanical and nitrogen gas products, fine blanking products and a global supplier of retaining rings, ▇▇▇▇ valves, shock discs and injection-molded plastic components and assemblies; and (3) ▇▇▇▇▇▇ Aerospace, an international manufacturer and repairer of highly engineered original equipment structural aircraft engine and industrial gas turbines components. Following termination of the Employment Term, upon request, the Executive shall notify the Company of the Executive’s then current employment status. Notwithstanding the foregoing, if this Section 8(b) shall not preclude the Executive from owning, solely as a company has separate divisions or subsidiariespassive investor, some up to 2% of which conduct a Competing Business and some any class of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries equity securities of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, Entity which consent shall not be unreasonably withheldis publicly traded on an established securities market.

Non-Competition. During the Non-Competition period commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Term) (the “Restricted Period”), Executive shall notyou will not (except as an officer, without the prior written consent director, stockholder, member, manager, employee, agent or consultant of Vishay expressly authorized by the Board of Directors, Paramount) directly or indirectly, own, manage, operate, join, control, participate or have a financial interest in, invest control or participate in the ownership, management, operation or otherwise control of, or be connected employed as an employee, agent or associated consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any mannermanner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, including a “Competitive Enterprise”); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as an officerthe case may be, directorof not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, employeehaving a class of securities registered pursuant to the Securities Exchange Act of 1934, independent contractoras amended, subcontractorwhich securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, howeverprovided further, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of such ownership represents a publicly held corporationpassive investment and that you together with your affiliates and associates, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, either directly or indirectly, owndo not manage or exercise control of any such corporation, manageguarantee any of its financial obligations, operate, join, control, participate in, invest otherwise take part in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toits business other than exercising your rights as a shareholder, or otherwise be connected or associated with 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 Competing Businessnon-payment after thirty (30) days’ prior written notice. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only anything to the divisions contrary in this Agreement or subsidiaries of such company that conduct any other document or instrument, except as expressly set forth in the Competing Businessespreceding sentence, provided that (x) Executive shall not, directly no breach or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business failure to perform on the part of the same company, and (y) Executive obtains the prior written consent Paramount or any of Vishay expressly authorized by the Board its affiliates shall relieve you of Directors, which consent shall not be unreasonably withheldyour obligations under this Section 7.

Non-Competition. During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so a. So long as Executive does not in fact have the power to control, or direct the management ofemployee is employed by TCI, and is such employment has not otherwise associated withbeen terminated, such corporationEmployee agrees to devote his full working time, or (b) performing services for an investment bankattention and energies to the performance of his assigned duties, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive and Employee shall not, directly or indirectly, alone or as a member of any partnership, or as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not-for-profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to or contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, so long as he is an employee or officer of TCI or any of its subsidiaries, or during the Severance/Consulting Period, directly or indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any capacity whatsoever, engage or become financially interested in, be employed by, or have any responsibility whatsoever forconnection with, provide any services whatsoever to, business competing with TCI or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or any of its subsidiaries, some in any geographic area where the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee may own any securities of any public corporation which conduct a Competing Business and some is engaged in such business but in an amount not to exceed at any one time one percent of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions any class of stock or subsidiaries securities of such company company. c. Except in furtherance of his duties to TCI, Employee further agrees that conduct in order to protect TCI's trade secrets, during the Competing Businessesterm of this Agreement or during the Severance/Consulting Period, provided that (x) Executive shall he will not, directly or indirectly, have participate in any responsibility whatsoever foreffort to develop, provide manufacture or market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any services whatsoever toemployee, consultant or independent contractor of the Company, or otherwise be connected (2) any customer, potential customer, or associated with any Competing Business partner of the same companyCompany, to sever or modify their relationship with the Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and (y) Executive obtains the prior written consent Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of Vishay expressly authorized by this Section 6 or the Board of Directors, which consent shall not be unreasonably withheld.Inventions Agreement in any respect,

Non-Competition. During The Consultant hereby agrees and covenants that, other than as provided below, during the Non-Competition PeriodTerm (as defined below), Executive shall the Consultant will not, will not attempt to, and will cause the Consultant’s Affiliates not to and not attempt to, without the prior written consent of Vishay expressly authorized by the Board of DirectorsParent, directly or indirectly, own, manage, operatefinance, joininvest in, control, participate engage in, invest operate or conduct, lend the Consultant’s name to, render services or advice to, devote material endeavor or effort to, or assist any Person or entity to conduct, the Business (other than involvement in the Business as operated by the Company, Parent or otherwise be connected their Affiliates), or associated withhave any interest in, in any manneras a Consultant, including as an owner, agent, employee, shareholder, officer, director, employeejoint venturer, independent contractor, subcontractor, stockholderpartner, member, managersecurity holder, partnercreditor, principalconsultant or in any other capacity, consultantan entity (other than the Company, advisor, agent, proprietor, trustee Parent or investor, any Competing their Affiliates) conducting the Business; provided, provided however, that nothing this shall not prohibit the ownership of publicly-traded securities constituting not more than 5% of the outstanding securities of an entity conducting the Business and shall not limit in this Agreement shall prevent Executive from any way the acquisition or ownership of securities of Parent or its Affiliates. For the avoidance of doubt the Consultant may: (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operatefinance, joininvest in, control, participate engage in, invest in operate or otherwise conduct, lend the Consultant’s name to, render services or advice to, devote material endeavor or effort to, be connected employed by, a consultant to and/or an officer or associated withdirector of, in or assist any mannerPerson or entity to conduct, any Competing Businessbusiness, provided that Executive shall notentity or asset, directly as the case may be, which the Company or indirectlyParent owns as of the Closing; and (b) own, have any responsibility whatsoever formanage, provide any services whatsoever finance, invest in, control, engage in, operate or conduct, lend the Consultant’s name to, render services or otherwise advice to, devote material endeavor or effort to, be connected employed by, a consultant to and/or an officer or associated with such Competing director of, or assist any Person or entity to conduct, any trade or commerce outside the Business. Notwithstanding In this regard, the foregoing, if Company and Parent acknowledge that Consultant has been and remains a company has separate divisions or subsidiaries, some of which conduct practicing attorney (with a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companypartnership interest in a law firm), and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldthat Consultant intends and is entitled to continue to perform such services.

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

Non-Competition. During (a) The Executive hereby acknowledges that the services which he will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, the Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (i) from and after the date hereof through the period during which the Executive continues to be employed by the Company (the "Employment Period"), and (ii) in the event of the Executive's termination or resignation hereunder pursuant to the provisions set forth in Sections 2 and 4 hereof, for the one-year period thereafter (the "Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors"), directly or indirectly, own, manage, operate, join, controlcontrol or participate in the ownership, participate inmanagement, invest in operation or otherwise control of, or be connected or associated withas a director, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principallender, consultant, advisor, agent, proprietor, trustee consultant or investorOtherwise ("Participate" or a "Participation") with, any Competing Businessbusiness or organization in any part of the United States in which the Company sells products or provides services, which Competes with the Company (as hereinafter defined), except with the Company's prior written consent. For purposes of this Agreement, a business or organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that nothing with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this Agreement paragraph shall prevent prohibit the Executive from (a) owning five percent (5%) or less for investment purposes an aggregate of up to 3% of the stock or other publicly traded securities of a publicly held corporation, so long as Executive does not in fact have any corporation listed on the power to control, New York or direct American Stock Exchange or whose securities are quoted on the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing BusinessNASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive hereunder. Notwithstanding anything which may be to the contrary herein, the Executive shall not, directly not be required to cease Participation in any business or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated organization which begins to Compete with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only Company subsequent to the divisions or subsidiaries of time when the Executive commences such company that conduct the Competing BusinessesParticipation, provided that (x) Executive shall notsuch business or organization began to Compete with the Company through no action, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toassistance, or otherwise be connected or associated with any Competing Business plan of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldExecutive.

Non-Competition. During Each Party covenants and agrees that, from the Effective Time until the second (2nd) anniversary of the Distribution Date (the “Non-Competition Compete Period”), Executive shall notneither Party will, without the prior written consent and will cause each other member of Vishay expressly authorized by the Board of Directorsits respective Group not to, directly or indirectly, own, manageinvest in, operate, joinmanage, control, participate in, invest in or otherwise be connected or associated with, engage in any manner, including Prohibited Business (as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessapplicable) without the prior written consent of the other Party; provided, however, that nothing in this Agreement shall prevent Executive from Section 5.5(a) will prohibit (ai) owning five percent (5%) the ownership by Parent or less SpinCo, as the case may be, or any member of the stock its respective Group, of debt, equity or any other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a publicly held corporationProhibited Business (as applicable), so long as Executive does not in fact have the power to controlprovided ownership of such securities (either directly, indirectly or direct the management of, and upon conversion) is not otherwise associated with, less than 5% of such corporation, class of securities of such Person or (bii) exercising its rights or performing services for an investment bank, investment advisor or investment fund that may, directly complying with its obligations under this Agreement or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessAncillary Agreement. Notwithstanding the foregoing, if in the event that a company has separate divisions merger, acquisition, consolidation or subsidiariesother business combination with or from an affiliated Person that directly or indirectly owns, some of which conduct invests in, operates, manages, controls, participates or engages in a Competing Prohibited Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries (so long as such Prohibited Business represents less than 40% of such company that conduct Person’s consolidated assets or revenue) results in Parent or SpinCo, as the Competing Businesses, provided that (x) Executive shall notcase may be, directly or indirectlyindirectly owning, have any responsibility whatsoever forinvesting in, provide any services whatsoever tooperating, managing, controlling, participating or otherwise be connected or associated with any Competing engaging in a Prohibited Business in breach of this Section 5.5(a) at the same companytime of such transaction, such transaction (and (yresulting operations of such business) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withhelddeemed a breach of this Section 5.5(a) if the consolidated assets or revenue earnings attributable to the Prohibited Business represent no greater than twenty percent (20%) of the resulting Person’s consolidated assets or revenue.

Non-Competition. During (a) Employee agrees that during the Non-Competition PeriodTerm and for a period of one (1) year after the termination of his employment with the Company, Executive shall nothe will not (i) engage in or have any interest in any person, without the prior written consent of Vishay expressly authorized by the Board of Directorsfirm or corporation which engages, directly or indirectly, ownin competition with the Company or its subsidiaries or affiliates in the United States, manage, operate, join, control, participate in, invest in the sale of products or services of the type in which Employee has been directly involved during the Term in or otherwise be connected or associated with, have any interest in any mannerperson, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee firm or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that maycompany which engages, directly or indirectly, ownin competition with the Company or its subsidiaries or affiliates in the United States for the business of any entity which was a customer of the Company or its subsidiaries or affiliates at any time during the Term or (ii) solicit any employees of the Company or any of its parents, managesubsidiaries or affiliates to leave their employ. (b) For the purposes of this paragraph 7, operateEmployee will be deemed directly or indirectly engaged in a business if he participates in such business as a proprietor, joinpartner, controljoint venturer, participate inshareholder, invest in director, officer, lender, manager, employee, consultant, adviser or otherwise be connected agent or associated with, if he in any manner, way controls such business. Employee shall not for purposes of this paragraph 7 be deemed a shareholder or lender if he holds less than one (1%) of the outstanding securities of any Competing Businessclass of any publicly- or privately-owned corporation engaged in the same or similar business to that of the Company or its subsidiaries or affiliates, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent Employee shall not be unreasonably withheldin a control position (individually or as part of a group) with regard to such corporation. (c) In the event of a breach or threatened breach by Employee of any of the provisions of this paragraph 7, the Company shall be entitled, upon establishing the existence of such breach or threatened breach, to an injunction to be issued by any tribunal of competent jurisdiction to restrain Employee from committing or continuing any such violation. In any proceeding for an injunction and upon any motion for temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or be interposed as a defense to the granting of such temporary or permanent injunction against him. Employee acknowledges that the Company will not have an adequate remedy at law in the event of any breach by him as aforesaid and that the Company may suffer irreparable damage and injury in the event of such a breach by him. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedy or remedies available to the Company, including, without limitation, the recovery of damages from Employee.

Non-Competition. During the Non-Competition Period, Executive shall not, without period of his employment with the prior written consent of Vishay expressly authorized by the Board of Directors, directly Company (or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less Affiliate of the stock Company) and for the twenty-four (24)-month period immediately following termination of such employment for any reason (whether or other securities not such termination occurs during the term of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated withhis Employment Agreement), such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive Principal Seller shall not, directly or indirectly, have any responsibility whatsoever foreither as a principal, provide any services whatsoever toagent, employee, employer, consultant, partner, member, shareholder of a closely held corporation or 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 be connected participate in any manner or associated with 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 Competing termination of such employment, proposes to engage in the Developing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect in this Section 6.3 shall not operate to Competing Businesses shall apply only to the divisions prohibit a Principal Seller from: (a) making or subsidiaries of such company that conduct the Competing Businesses, provided that maintaining a Permitted Investment; (xb) Executive shall notproviding, directly or indirectly, have 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 responsibility whatsoever forobligation pursuant to this Agreement, provide the LLC Agreement or such Principal Seller’s Employment Agreement; (e) being a member of the board of directors or other similar governing body of any services whatsoever to, Person in which an investment is made by any (A) Foundation Fund (or otherwise be connected being involved thereto in connection with such Principal Seller’s services to the Company) or associated with (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 board of directors or other similar governing body of any Competing Business 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 (or any Affiliate of the same companyCompany) 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, that, for the avoidance of doubt, if a Principal Seller engages in any activity set forth in Section 6.3(a) through Section 6.3(h), such Principal Seller, in the conduct of such activity, shall continue to be subject to the restrictions set forth in Section 6.4 and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of DirectorsSection 6.5, which consent shall not be unreasonably withheldas applicable.

Non-Competition. During In consideration of this Agreement, the Non-Competition Participant covenants and agrees that during the Restricted Period, Executive the Participant shall not, subject to this Section 12, without the prior express written consent approval of Vishay expressly authorized by the Board of DirectorsDirectors of the Company (other than the Participant), directly or indirectly, in one or a series of transactions, own, manage, operate, join, control, invest or acquire an interest in, whether as a proprietor, partner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, or otherwise engage or participate in, invest in or otherwise be connected or associated withwhether as a proprietor, in any mannerpartner, including as an officershareholder, member, lender, director, officer, employee, independent contractorjoint venturer, subcontractorinvestor, stockholderlessor, membersupplier, manager, partner, principal, consultant, advisorcustomer, agent, proprietor, trustee representative or investorother participant, any Competing business which competes, directly or indirectly, with the Business in the Market (a “Competitive Business”) without regard to (i) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (ii) whether any of the activities of the Participant referred to above occur or are performed within or without the Market or (iii) whether the Participant resides, or reports to an office, within or without the Market; provided, however, that nothing (x) the Participant may, anywhere in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that mayMarket, directly or indirectly, in one or a series of transactions, own, manageinvest or acquire an interest in up to two percent (2%) of the capital stock of a corporation whose capital stock is traded publicly, operate, join, control, participate in, invest (y) Participant may be employed by an entity which has a business unit or a subsidiary that is engaged in or otherwise be connected or associated with, in any manner, any Competing a Competitive Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated and may hold equity securities of such entity issued in connection with such Competing Business. Notwithstanding the foregoingemployment, if a company has separate divisions or subsidiaries, some of which conduct a Competing (1) the revenues derived by such entity from such Competitive Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only (as determined by reference to the divisions or subsidiaries audited financial statements of such company that conduct entity for the Competing Businesses, provided that most recent fiscal year ending prior to the date of determination) constitute less than twenty percent (x20%) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companytotal combined revenues of such entity and its subsidiaries and (2) the Participant does not have direct management responsibility for the subsidiary or business unit of such entity that is engaged in such Competitive Business, and (yz) Executive obtains the prior written consent of Vishay expressly authorized by Participant may accept employment or service with a successor company to the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During 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 NonCorporation pursuant to this Agreement. The 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 non-Competition Period, competition or non-solicitation agreement. The Executive hereby agrees that he shall not, not (without the prior written consent of Vishay expressly authorized by the Board which shall not be unreasonably withheld taking into account (i) the Executive’s career in the forest product 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 in conjunction with or on behalf of Directorsany other Person, and 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 its Affiliates, directly or indirectly, ownoperate, manage, operate, join, control, participate in, invest carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or otherwise financially assist, or permit his name to be connected or associated with, used in any mannerconnection with the activities from time to time of the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as an officerwell as research into, directordevelopment, employeeproduction, independent contractormanufacture, subcontractorsale, stockholdersupply, memberimport, managerexport or marketing of any product which is the same or similar to or competitive with any product researched, partnerdeveloped, principalproduced, consultantmanufactured, advisorsold, agentsupplied, proprietorimported, trustee exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, the Executive may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not more than two percent (2%) of the issued and outstanding securities of such 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, any Competing Business; provided, however, that nothing or (iii) held in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of a fully managed account where the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, direct or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, influence in any manner, manner the selection of any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with investment in such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldsecurities.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, investment advisor or investment fund that mayby the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest be employed in any capacity by, or otherwise be connected serve as director, consultant, agent or associated withrepresentative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any mannersuch solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any Competing Businessof its Subsidiaries. (d) Executive further agrees, provided while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that Executive shall he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 18 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

Non-Competition. During (i) Executive acknowledges that he is currently an employee of the Non-Competition PeriodCompany and Executive agrees in consideration of (x) Executive's employment as the CEO and President of the Company and the Executive's receipt of, access to and exposure to Confidential Information or Trade Secrets herewith and (y) during the Employment Period the receipt of, access to and exposure to Confidential Information or Trade Secrets and the Company's provision of specialized training that during the Employment Period and for a period of one year following Executive's Date of Termination with Company for any reason, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directorsnot (1) compete or engage in any business, directly or indirectly, own, manage, operate, join, control, participate in, invest with Company or its Affiliates in the seismic or otherwise be connected similar business of the Company or associated with, of its Affiliates in any manner, including geographical area where the Company or its Affiliates have or solicited any business or at any time during the two (2) years had any business preceding Date of Termination (the "Area of No-Compete") as an officerindividual, owner, investor, partner, shareholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, partnerofficer, principal, agent, employee, trustee, consultant, advisoror in any relationship or capacity, agent(2) without limiting the foregoing, proprietorsolicit or negotiate, trustee or investormanage, supervise or direct others in the solicitation or negotiation of, any Competing Business; provided, however, contract or agreement that nothing constitutes or would constitute engaging in this Agreement shall prevent Executive from (a) owning five percent (5%) or less competition with the seismic business in the portions of the stock or other securities Area of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporationNo-Compete, or (b3) performing services solicit, take away, attempt to solicit or take away, or do any act the foreseeable consequences of which would lead to the solicitation or taking away of any marketing prospects, projects or customers of Company's business in the Area of No-Compete. (ii) For a period of one year following the Executive's Date of Termination with Company for an investment bankany reason, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have solicit for employment, employ or be in business in any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notform with, directly or indirectly, have in the seismic or business of the Company, any responsibility whatsoever for, provide any services whatsoever toemployee (i) employed by Company or Affiliates or who was so employed within the two-year period immediately prior to such termination, or otherwise be connected (ii) knowingly solicit or associated with encourage any Competing Business employee to leave the employ of the same company, and Company or its Affiliates. (yiii) The Executive obtains agrees that for a period of one year following Date of Termination he will not solicit or encourage any customer of the prior written consent Company or any of Vishay expressly authorized by its Affiliates to reduce or cease its business with the Board Company or any such Affiliate or otherwise knowingly interfere with the relationship of Directors, which consent shall not be unreasonably withheldthe Company or any Affiliate with its customers.

Non-Competition. During Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Non-Competition Periodbusinesses, operations, plans and strategies of the Company and its subsidiaries. Executive hereby covenants and agrees that during the term of this Agreement and any period thereafter during which he is receiving payments or benefits pursuant to Subsections 7(c)(i)-(ii) and 7(c)(i)-(iv) (but in no event longer than two (2) years following Executive’s termination of employment) hereof, he will not directly or indirectly compete with the business of the Company or its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its subsidiaries” shall not, without the prior written consent of Vishay expressly authorized include Executive’s participation in any operations whose primary business competes with any business now conducted by the Board of Directors, directly Company or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannerits subsidiaries, including the sale or rental of menswear (including formalwear), men’s accessories or men’s shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise, dry cleaning or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, employeejoint venturer, independent contractoragent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, subcontractorcorporation, stockholderassociation, memberpartnership, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock joint venture or other securities of a publicly held corporation, business entity so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise engaged. This non-competition covenant shall be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder applicable with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct United States, Canada, the Competing Businesses, provided that (x) United Kingdom and any other country in which Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise would be connected or associated competing with any Competing Business the business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany or its subsidiaries as set forth in this Section 9(a).

Non-Competition. During Except as expressly permitted herein, effective as of the Non-Competition Period, Effective Time Executive agrees that he shall not, without until 11:59 p.m. on the prior written consent second anniversary of Vishay expressly authorized by the Board of Directors, Effective Time: (i) directly or indirectlyindirectly own, ownengage in, manage, operate, join, control, or participate inin the ownership, invest in management, operation, or otherwise control of, or be connected or associated with, in any manner, including as an officera stockholder, director, officer, employee, independent contractoragent, subcontractorpartner, stockholderjoint venturer, member, managerbeneficiary, partner, principal, consultant, advisor, agent, proprietor, trustee or investorotherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any way competes with the Company or any of its Subsidiaries in the business of manufacturing, marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of its Subsidiaries is conducting as of the date of this Agreement (a "Competing Business") in the United States; provided, however, that nothing in this Agreement shall prevent the Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that maymay own, directly or indirectly, own, manage, operate, join, control, participate in, invest in securities of any entity traded on any national securities exchange or otherwise be connected or associated with, in any manner, any listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business, provided that Business if Executive shall does not, directly or indirectly, have own 10% or more of any responsibility whatsoever forclass of equity securities, provide or securities convertible into or exercisable or exchangeable for 10% or more of any services whatsoever class of equity securities, of such entity; (ii) during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise be connected assist in a material way any individual, business, or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions other organization or subsidiaries, some of which conduct entity that is a Competing Business and some in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of which conduct other businesses which are not Competing Businessesthe Company or any of its Subsidiaries to cancel any contracts 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, then curtail, or cancel the restrictions imposed hereunder furnishing of such service or resource to the Company or any of its Subsidiaries; or (vi) directly or indirectly hire, attempt to hire, or contact or solicit with respect to Competing Businesses shall apply only to hiring any then significant employee of the divisions Company or subsidiaries any of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toits Subsidiaries, or otherwise be connected induce or associated with attempt to influence any Competing Business employee of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany to terminate his or her employment.

Non-Competition. During If Executive is entitled to payments pursuant to Section 4 of the Non-Competition Retention Agreement then, in addition to those benefits, the Company shall pay to Executive on a quarterly basis in arrears during the Restricted Period, Executive shall notan aggregate of $400,000 (the “Fee”), without and in consideration of these additional payments and the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less benefits provided under Section 4 of the stock or other securities of a publicly held corporationRetention Agreement, so long as Executive does not in fact have agrees that during the power to controlRestricted Period, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tofor himself, or otherwise for any entity: (a) engage in or Participate In any business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Company from any state or country in which the Company has business or customers, or has solicited customers; nor (b) engage in or Participate In any business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Business, from any other location throughout the world; nor (c) call upon, solicit, serve, or accept business, from any customer or prospective customer (wherever located) of the Company for the purpose of selling products or services directly competitive with the products or services of the Company; nor (d) interfere with any business relationship of the Company, with any of their customers or prospective customers or induce any such customers or if Executive shall become entitled to benefits under Section 4 of the Retention Agreement, prospective customers to discontinue or reduce their relationship with the Company. To the extent that Executive is employed by or consults for an entity which is a subsidiary, division or other affiliate of a larger business enterprise, the determination as to whether the employment violates this Section shall be connected made solely by reference to the business activities conducted by the particular subsidiary, division or associated with such Competing Businessaffiliate by which Executive becomes employed or serves as consultant. Notwithstanding the foregoing, if This Section shall not prohibit Executive from working as employee or consultant for a company has separate divisions or subsidiaries, some of entity which conduct does not engage in a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company business that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tocompetes with, or otherwise be connected develops or associated offers products or services directly competitive with any Competing Business the products or services of the same companyCompany but which is affiliated with an entity or company which does engage in business that directly competes with, and (y) or develops or offers products or services directly competitive with the products or services of the Company, so long as the duties of the position held by Executive obtains do not require him to directly participate in the prior written consent Company or any other business that directly competes with, or develops or offers products or services directly competitive with the products or services of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During your employment with the Non-Competition Company and for a period of one (1) year thereafter (the “Restricted Period”), Executive shall notyou will not directly or indirectly, without whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the prior written consent of Vishay expressly authorized by the Board of DirectorsGroup conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, ownin the Restricted Business; (ii) hold a 2.5% or greater equity, manage, operate, join, control, participate in, invest in voting or otherwise be connected or associated with, profit participation interest in any mannerperson, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlassociation, or direct the management of, and entity who is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that mayengaged, directly or indirectly, ownin the Restricted Business or (iii) carry on or be in any way engaged, manage, operate, join, control, participate in, invest concerned or interested in or otherwise be connected or associated withhave business dealings with the Restricted Business. For purposes of this section, in any manner“Restricted Business” means the business of researching into, any Competing Businessdeveloping, provided that Executive shall notmanufacturing, directly or indirectlydistributing, have any responsibility whatsoever forselling, provide any services whatsoever to, supplying or otherwise be dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement (Colorado) into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or associated its predecessor or about which you have received or developed Proprietary Information by reason of your employment with such Competing Businessthe Company or its predecessor. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by from the Board of Directors, Company which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.

Non-Competition. During Employee’s employment with the Non-Competition PeriodCompany or any of its Affiliates and during the one (1) year period following the effectiveness of the termination of Employee’s employment by the Company or Employee for any reason, Executive shall Employee will not, without the prior written consent of Vishay expressly authorized by the Board of Directorsin any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, ownfor Employee’s own account or for the benefit of any natural person, managecorporation, operatepartnership, jointrust, controlestate, participate joint venture, sole proprietorship, association, cooperative or other entity (any of the foregoing, a “Person”), establish, engage in, invest in finance, advise, work for, or otherwise be connected or associated with, except as an employee of the Company, any business in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any mannercountry, including State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultantmember, advisor, agent, proprietor, trustee or investor, consultant or otherwise) to or in respect of a business or entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in the business of investing capital for third parties, or any Competing Business; providedmanager or affiliate of any of the foregoing (any such entity, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%manager or affiliate hereafter called an “Investment Firm”) or less of the stock that provides legal or other securities of a publicly held corporationaccounting services, so long as Executive Employee does not have personal, direct and material responsibilities for the day to day operations of any Competitive Business in fact have the power to control, which such Investment Firm has made or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for directed an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyinvestment, and (yB) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directorsthis Section 7(b) shall not apply, which consent and therefore Employee shall not be unreasonably withheldsubject to any covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or following the Term without Cause or employee resigns Employee’s employment for Good Reason or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a time that the Company has no basis to terminate Employee with Cause.

Non-Competition. During (a) Employee hereby agrees that for the Non-Competition Periodduration of Employee's employment with the Company, Executive shall Employee will not, without the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany, directly or indirectly, engage or invest in, own, manage, operate, joinfinance, controlcontrol or participate in the ownership, participate inmanagement, invest in operation, financing or otherwise control of, be connected or employed by, associated with, or in any mannermanner connected with, including as an officerlend Employee's name to, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lend Employee's credit to or investorrender services or advice to, any Competing Businessbusiness whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any country in which the Company or any of its subsidiaries conducts business; providedPROVIDED, howeverHOWEVER, that nothing Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in this Agreement shall prevent Executive from (athe activities of such enterprise) owning five percent (5%if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) or less of the stock or other securities Securities Exchange Act of a publicly held corporation1934, so long as Executive does not in fact have the power amended. Employee agrees that this covenant is reasonable with respect to controlits duration, or direct the management ofgeographical area, and is not otherwise associated with, such corporation, or scope. (b) performing services Employee hereby agrees that for an investment banka period of two (2) years following the termination of Employee's employment with the Company, investment advisor or investment fund that mayEmployee will not, directly or indirectly, engage or invest in, own, manage, operate, joinfinance, controlcontrol or participate in the ownership, participate inmanagement, invest in operation, financing, or otherwise control of, be connected or employed by, associated with, or in any mannermanner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any Competing Businessbusiness whose products or activities compete in whole or in part with the former, provided current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state of the United States or in any other country in which the Company or any of its subsidiaries sells products or conducts business; PROVIDED, HOWEVER, that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, Employee may purchase or otherwise be connected acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or associated with such Competing Businessregional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder Employee agrees that this covenant is reasonable with respect to Competing Businesses shall apply only to its duration, geographical area, and scope. (c) In the divisions or subsidiaries event of a breach by Employee of any covenant set forth in this Section 15, the term of such company that conduct covenant will be extended by the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business period of the same companyduration of such breach. (d) For a period of two (2) years following the termination of Employee's employment with the Company, Employee will, within ten days after accepting any employment, advise the Company of the identity of any employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and (y) Executive obtains the prior written consent furnish each such employer with a copy of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldthis Agreement or relevant portions hereof.

Non-Competition. During the Non-Competition Restricted Period, the Executive shall not, without the Company’s prior written consent consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of Vishay expressly authorized by the Board any business, or in any other capacity, other than on behalf of Directorsa Protected Party, directly or indirectlyorganize, establish, own, operate, manage, operatecontrol, join, controlengage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise be connected engage in the business of providing financial products or services to ▇▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with, with labor unions in any manner, including as an officeror other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent the Executive from (a) owning five for passive investment purposes not intended to circumvent this Agreement, less than 1 percent (51%) or less of the stock or other publicly traded common equity securities of a publicly held corporation, any company engaged in the Business (so long as the Executive does not in fact have the has no power to controlmanage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or direct similar governing official of the management of, competing enterprise other than in connection with the normal and is not otherwise associated with, such corporation, customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) performing services for being employed by or otherwise associated with (including as a director) an investment bankorganization or entity of which a subsidiary, investment advisor or investment fund that maydivision, 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, ownprovided 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, manage, operate, join, control, participate in, invest the Executive may be an officer of a bank or investment advisor or a union or related organization that engages in or otherwise be connected or associated with, in any manner, any Competing the Business, provided that the Executive shall not, is not directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toemployed in, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingworking in, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldDivision.

Non-Competition. During your employment with the Non-Competition Group and for a period of one year thereafter (the “Restricted Period”), Executive shall notyou will not directly or indirectly, without whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any geographic area in which the prior written consent Group has conducted the Restricted Business during the 12 months preceding termination of Vishay expressly authorized by the Board of Directorsyour employment; (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, ownin the Restricted Business; or (ii) hold a 5% or greater equity, manage, operate, join, control, participate in, invest in voting or otherwise be connected or associated with, profit participation interest in any mannerperson, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlassociation, or direct the management of, and entity who is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that mayengaged, directly or indirectly, ownin the Restricted Business. For purposes of this Section 7.3, manage“Restricted Business” means the business of developing, operatedistributing, joinselling, control, participate in, invest in supplying or otherwise be connected dealing with the purchasing and/or selling of entertainment tickets and/or sports tickets in the primary and/or secondary markets or associated with, any other material line of business that the Company may later engage in any manner, any Competing Business, provided that Executive shall not, directly in the ordinary course and for which you have direct operational responsibility or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businessas to which you receive Proprietary Information. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by from the Board of Directors, Company which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business (a “Permitted Employer”) provided that, during the Restricted Period, you are employed by or providing services to a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7.3 shall prohibit you from owning of a passive investment interest of not more than 5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.

Non-Competition. During the NonTerm and for a period of thirty-Competition Period, Executive shall not, without six (36) months following the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less end of the stock or other securities of a publicly held corporationTerm (the “Restricted Period”), so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, 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 responsibility whatsoever forinterest as owner, provide any services whatsoever tosole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise be connected or associated in any business competitive with such Competing the Company's Business. Notwithstanding ; provided, however, that: (i) the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notmay hold, directly or indirectly, have solely as an investment, and with now role in operations or management, not more than five percent (5%) of the outstanding securities of any responsibility whatsoever forperson or entity notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, provide any services whatsoever tocontrol and manage the business of the company without such activities being attributed to the Executive, provided the Executive is at all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period, the Executive shall not publicize, market or otherwise associate himself and/or his name, or otherwise be connected any derivative of his name, whether in Chinese or associated English, in connection with the development or marketing of any Competing any trademarks, designs or any other property for use in the Company's Business on behalf of any person or entity other than the same companyCompany, its subsidiaries and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany-controlled affiliates.

Non-Competition. During the Non-Competition Restricted Period, Executive the Restricted Party, on behalf of the Restricted Party and the other members of the Restricted Party Group, shall not, without and shall cause each of the prior written consent other members of Vishay expressly authorized by the Board of DirectorsRestricted Party Group not to, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannermanner (whether on its, including his or her own account, or as an owner, operator, manager, consultant, officer, director, employee, independent contractorinvestor, subcontractoragent or otherwise), stockholder(i) engage in the Restricted Activities in the Restricted Area or (ii) be employed by, invest in, have any ownership interest in, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, investor, agent, representative or otherwise), act as lender to, render services to (as an employee, director, officer, member, managerprincipal, licensor, trustee, broker, agent, shareholder, partner, principalequityholder or in any other capacity), consultantoperate, advisorassist, agentrepresent, proprietor, trustee advise or investorotherwise provide support to, any Competing BusinessPerson that engages in or plans to engage in the Restricted Activity in the Restricted Area; provided, however, that nothing the Restricted Party shall not be deemed in violation of this Agreement shall prevent Executive from (a) owning five percent (5%) non-competition covenant by passive ownership in Trio Connect, LLC provided that the Restricted Party is not involved in management or less day to day operations of Trio Connect, LLC and provided further that Trio Connect LLC is not conducting any business other than providing triple play services to land-based individuals. Notwithstanding the foregoing, the Restricted Party, and the other members of the stock or other securities of a publicly held corporationRestricted Party Group, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, (i) own, managesolely as an investment, operatesecurities of any Person traded on any national securities exchange if neither the Restricted Party nor any other member of the Restricted Party Group is a controlling Person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such Person and does not, directly or indirectly, have own two percent (2%) or more of any responsibility whatsoever for, provide any services whatsoever tooutstanding class of securities of such Person, or otherwise be connected (ii) invest as a limited partner in any private equity or associated venture backed fund other than a fund with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some focus of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businessessatellite communication platforms, provided that such investment does not exceed two percent (x2%) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business ownership of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldsuch fund.

Non-Competition. During the Non-Competition Restricted Period, the Executive shall not, without whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the prior written consent Company or an affiliate or successor of Vishay expressly authorized by the Board of DirectorsCompany, directly or indirectlyorganize, establish, own, operate, manage, operatecontrol, join, controlengage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or otherwise be connected owns, invests in, operates, manages or associated with, controls any venture or enterprise which engages or proposes to engage in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee line of business conducted by the Company or investor, any Competing actively pursued by the Company on the date of the Executive's termination of employment (the "Business"); provided, however, that the foregoing shall not preclude the Executive from being employed or retained by a Person (as defined below), which, among its activities, engages in activities that compete directly with the Business as so long as the Executive does not provide as part of his principal management responsibilities, any services to such Person's subsidiaries or divisions that compete directly with the Business and the Executive does not disclose or make use of Confidential Information relating to the Company. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) or less of the stock or other publicly traded equity securities of a publicly held corporation, any competing enterprise (so long as the Executive does not in fact have the has no power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, joinadvise, controlconsult with or control the competing enterprise and no power, participate inalone or in conjunction with other affiliated parties, invest in or otherwise be connected or associated withto select a director, in any mannermanager, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever togeneral partner, or otherwise be connected or associated similar governing official of the competing enterprise other than in connection with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business normal and some of which conduct other businesses which are not Competing Businesses, then customary voting powers afforded the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated in connection with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldpermissible equity ownership).

Non-Competition. During 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 NonCorporation 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-Competition Period, solicitation agreement. The Executive hereby agrees that he shall not, not (without the prior written consent of Vishay expressly authorized by the Board which shall not be unreasonably withheld taking into account (i) the Executive’s career in the pulp and 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 in conjunction with or on behalf of Directorsany other person, and 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 its Affiliates, directly or indirectly, ownoperate, manage, operate, join, control, participate in, invest carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or otherwise financially assist, or permit his name to be connected or associated with, used in any mannerconnection with the activities from time to time of the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as an officerwell as research into, directordevelopment, employeeproduction, independent contractormanufacture, subcontractorsale, stockholdersupply, memberimport, managerexport or marketing of any product which is the same or similar to or competitive with any product researched, partnerdeveloped, principalproduced, consultantmanufactured, advisorsold, agentsupplied, proprietorimported, trustee exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, the Executive may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not more than two percent (2%) of the issued and outstanding securities of such 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, any Competing Business; provided, however, that nothing or (iii) held in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of a fully managed account where the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, direct or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, influence in any manner, manner the selection of any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with investment in such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldsecurities.

Non-Competition. During The Employee acknowledges that the Non-Competition PeriodEmployee performs services of a unique nature for the Company that are irreplaceable, Executive shall and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of eighteen (18) months thereafter, the Employee agrees that the Employee will not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate inbe employed by (whether as an employee, invest consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or otherwise any of its affiliates or in any other material Business in which the Company or any of its affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be connected engaged in on or associated withafter such date, in any mannerlocale of any country in which the Company conducts business. For purposes of this Agreement, including as an officer“Business” means the creation, directordevelopment, employeemanufacture, independent contractorsale, subcontractorpromotion and distribution of vehicle electronics, stockholdertransportation components, memberintegrated systems and modules, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, electronic technology and other products and services that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlCompany engages in, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate preparing to become engaged in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if nothing herein shall prohibit the Employee from being a company passive owner of not more than one percent of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then no active participation in the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such company that conduct corporation. In addition, the Competing Businesses, provided that (xprovisions of this Section 10(c) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldviolated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit do not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Non-Competition. (a) During the Non-Competition Restrictive Period, the Executive shall will not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectlyon behalf of, ownor in conjunction with any other Person: (i) engage, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, shareholder, owner, partner, joint venturer, financier, manager, executive, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agentor sales representative, proprietorin any business selling any products or services in direct competition with the Company or its Affiliates or subsidiaries within 100 miles of any geographic location in which the Company or any of its Affiliates or subsidiaries conducts business at such time (or in the case of a termination or expiration of the Agreement, trustee within 100 miles of any geographic location in which the Company, or investorany of its Affiliates or subsidiaries conducted business at the time of such expiration or termination) (the "Territory"); (ii) call upon any prospective acquisition candidate on the Executive's own behalf or on behalf of any competitor of the Company, or any Competing Businessof its Affiliates or subsidiaries, which candidate was either called upon by the Company (including its Affiliates or subsidiaries), or for which the Company or any of its Affiliates or subsidiaries made an acquisition analysis, for the purpose of acquiring such entity; provided, however, that nothing in the Executive shall not be charged with a -------- ------- violation of this Agreement Section 12 unless and until the Executive shall prevent Executive from have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; (aiii) owning five percent call upon any Person which is, at that time, or which has been, within one (5%1) or less year prior to that time, a customer of the stock Company including the Affiliates or other securities its subsidiaries thereof within the Territory for the purpose of a publicly held corporationsoliciting or selling products or services in direct competition with the Company within the Territory; (iv) disclose customers, so long as Executive does not whether in fact have existence or proposed, of the power Company (or the Company's subsidiaries or Affiliates) to controlany Person for any reason or purpose; (v) engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company, its management, or direct the of management of, and is not otherwise associated with, such corporation, of its Affiliates or subsidiaries. (b) performing services for an Notwithstanding anything herein to the contrary, the limitations in this Section 12 of the Agreement will not prohibit any investment bankby the Executive of not more than 5% of the outstanding capital stock of a company whose securities are listed on a public exchange or the National Association of Securities Dealers Automated Quotation National Market System. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in Sections 10, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise 11 and 12 of the Agreement to be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingreasonable, if a company has separate divisions final judicial determination is made by a court of competent jurisdiction that the time or subsidiariesterritory or any other restriction contained in the Agreement is an unenforceable restriction against the Executive, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business provisions of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in the Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, investment advisor or investment fund that mayby the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest be employed in any capacity by, or otherwise be connected serve as director, consultant, agent or associated withrepresentative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any mannersuch solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any Competing Businessof its Subsidiaries. (d) Executive further agrees, provided while employed by the Company and for six (6) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that Executive shall he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 17 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 17 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, investment advisor in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or investment fund that mayindirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest in or otherwise be connected or associated with, employed in any mannercapacity by, or serve as director, consultant, agent or representative for, any Competing Businesspartnership, provided corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 18(b) to the extent that such employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (c) Executive shall further agrees, for twelve (12) months following the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), to refrain from directly or indirectly soliciting or hiring the Company's collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive's employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive's termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 18 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

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

Non-Competition. During In further consideration of the Noncompensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries and Affiliates he has and shall continue to become familiar with the Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing, and other market and financial information, know-Competition how, trade secrets, and valuable customer, supplier, and Executive relationships, and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique, and extraordinary value to the Company and its Subsidiaries and Affiliates. Accordingly, during his employment and for five (5) years thereafter (the “Restricted Period”), Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, not directly or indirectlyindirectly (whether as Executive, owndirector, owner, stockholder, consultant, partner (limited or general), or otherwise) own any interest in, manage, operate, join, control, participate in, invest in or otherwise be connected or associated consult with, advertise on behalf of, render services for or in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, manner engage in any Competing Business; providedBusiness (as defined below) that conducts operations or sales in the United States of America, however, that nothing in this Agreement or have taken active steps towards conducting sales or operations as of the date of Executive’s termination of employment. Nothing herein shall prevent prohibit Executive from (a) owning five being a passive owner of not more than two percent (52%) or less of the outstanding stock or other securities of any class of a corporation which is publicly held corporationtraded, so long as Executive does not has no active participation in fact have the power to control, or direct the management of, and is not otherwise associated with, business of such corporation. For purpose of this Employment Agreement, “Competing Business” shall mean any business or enterprise, which is (i) involved primarily in the sale and distribution of propane gas and component parts, and/or propane cylinders, or (bii) performing provides any products or services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized described by the Board of Directors, which consent shall not be unreasonably withheld.Company on the Company’s website at any time during Executive’s employment. ​

Non-Competition. During While providing Service, Participant will not compete with the Non-Competition Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company or any of its Subsidiaries provides, and will not work for, in any capacity (including, without limitation, as a consultant), assist, or become affiliated with as an owner, partner, member, agent, representative or creditor of, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company or any of its Subsidiaries. Following termination of Participant’s Service, during the Restricted Period, Executive shall Participant will not, without for any reason, within any market or country in which the prior written consent Company or its Subsidiaries have operated assets or provided services, or formulated a plan to operate its assets or provide services during the last 12 months of Vishay expressly authorized Participant’s Service, engage in or contribute Participant’s knowledge to any work which is competitive with or similar to a product, process, apparatus, services, or development on which Participant worked or with respect to which Participant had access to while providing Service. Notwithstanding the foregoing, nothing herein shall prohibit Participant from being a passive owner of not more than two percent of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Subsidiaries or Affiliates. In addition, nothing in this Section 16(a) shall be violated by Participant commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Board Company or any of Directorsits Subsidiaries or Affiliates so long as Participant and such subsidiary, division or unit does not engage in (and does not assist, directly or indirectly, own, manage, operate, join, control, participate in, invest in engaging) a business in competition with the Company or otherwise any of its Subsidiaries or Affiliates. Participant shall be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing released from the restrictions and obligations set forth in this Agreement shall prevent Executive from Section 16(a) upon the occurrence of any event described in subsections (a) owning five percent (5%i) or less of the stock or other securities (ii) of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldQualified Liquidity Event.

Non-Competition. Corporate Property-Confidential Information 6.1 During the Non-Competition period beginning with the date hereof and ending on the date of the final installment of the Severance Payment as provided in the Agreement (the “Restricted Period”), Executive shall will not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, ownundertake or perform services in or for, manage, operate, join, controlor render services to, participate in, invest or have financial interest in, or engage in, any business competitive to that of the business of the LCI Entities, the Kinro Entities or Drew (collectively, the “Affiliated Companies’) or solicit for employment or employ any employee of the Affiliated Companies. For purposes hereof, a business shall be deemed competitive if it is conducted in any geographic or market area in which any of the Affiliated Companies are engaged in business during the Restricted Period and involves the development, design, manufacture, marketing, packaging, sale, use in production, or distribution, of any products developed, designed, manufactured, sold, used in production, or distributed, or the offering of any services offered, by any of the Affiliated Companies, whether on the date hereof or as of the termination or expiration date of this Agreement including, but not limited to, products for the manufactured housing (including park and office models), modular housing, recreational vehicle, bus, and boat and other specialty utility trailer, industries; and the Executive will be deemed directly or indirectly to engage in such business if the Executive, or any member of his immediate family participates in such business, or in any entity engaged in or otherwise be connected or associated withwhich owns such business, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, managerconsultant, partner, principal, consultant, advisor, agent, individual proprietor, trustee manager or investoras an investor who has made any loans, contributed to capital stock or purchased any Competing Businessstock; providedthe Executive will not, at any time, utilize any tradenames or corporate names used by the Affiliated Companies, or any derivatives of such names, in any business competitive to that of the business of the Affiliated Companies, nor any patent, trademark, tradename, service ▇▇▇▇, logo, copyright or similar intellectual property, whether or not registered, of any of the Affiliated Companies. The foregoing, however, that nothing in this Agreement shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Act of 1934 and, if the company in which such investment is made competes with any of the Affiliated Companies, such investment represents less than one (1%) per cent of the outstanding securities of such class. 6.2 The Executive agrees that all products, packaging, inventions, patents, patent applications, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to the business of the Affiliated Companies, conceived, invented, discovered or executed by the Executive, whether or not marketed or utilized by the Affiliated Companies, shall be sole and exclusive property of the Affiliated Companies, without additional compensation payable thereof; and by these presents the Executive hereby assigns to the Company any and all right, title and interest he has, or may have, therein. 6.3 The Executive acknowledges and agrees that during, and as a consequence of employment with the Company, he has learned confidential, proprietary and trade secret information of and about the Affiliated Companies, and has had access to and has been involved in the development and utilization of the Affiliated Companies’ confidential and proprietary business information. “Confidential Information” means information about the Affiliated Companies in whatever form disclosed or known to the Executive as a consequence of his employment by the Company which relates to the Affiliated Companies’ business, products, processes, or services that gives them a competitive advantage in the marketplace, including, but not limited to: (a) owning five percent (5%) any information that would be considered a trade secret within the meaning of applicable Federal or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or state law; (b) performing information relating to any of the Affiliated Companies’ existing products or services for an investment bankor products or services under development; (c) information relating to the Affiliated Companies’ business dealings with customers or suppliers; (d) confidential customer or prospective customer lists; (e) sales-prices, investment advisor costs, and profit margins; (f) confidential marketing and advertising programs; (g) financial information; (h) sales performance and strategies; (i) human resources strategies; (j) merger and acquisition plans; and (k) proprietary software or investment fund processes utilized by the Affiliated Companies. Confidential Information does not include information that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided the Executive proves was generally known and readily available to the Affiliated Companies’ competitors through legitimate means. The Executive agrees that Executive shall he will not, directly either during the Term or indirectlyat any time after the termination or expiration of this Agreement, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect disclose to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that anyone (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly except as authorized by the Board Corporations in furtherance of Directorsits business), which consent shall not be unreasonably withheldpublish, or use in competition with the Affiliated Companies, any of their Confidential Information. The Executive further agrees to abide by all rules or regulations the Company may implement from time to time to further protect their Confidential Information.

Non-Competition. During In order to induce the Non-Competition PeriodCorporation to enter into this Agreement, the Executive hereby expressly covenants and agrees that he shall not, without the prior express written consent of Vishay expressly authorized by the Board of DirectorsCorporation, for his own account or jointly with any other person, for the Term, for any reason (a) participate in, engage in or be connected in any way with, directly or indirectly, as a proprietor, contractor, employee, principal, partner, officer, stockholder, member, advisor, consultant, agent or licensor (whether paid or unpaid), Competitive Activities (as defined below) anywhere in the world in which the Corporation conducts business, (b) directly or indirectly, own, manage, operate, join, control, loan money to, invest in, or otherwise participate in, invest in or otherwise be connected or associated with, in any manner, including or become or act as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee representative or investor, agent of any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from Competitor (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporationdefined below), or (bc) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest intervene in or otherwise be connected interfere with any relationships between the Corporation and its vendors or associated withcustomers or prospective customers or disrupt its customer markets, anywhere in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businessthe world in which the Corporation conducts business. Notwithstanding the foregoing, the Executive may at any time own, solely as a passive investor, securities of any entity, whether or not in competition with the Corporation, if (a) such securities are publicly traded on a company has separate divisions nationally-recognized stock exchange or subsidiarieson NASDAQ, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then (b) the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries aggregate holdings of such company that conduct securities by the Competing BusinessesExecutive and his immediate family do not exceed one percent (1%) of the voting power or one percent (1%) of the capital stock of such entity. As used herein, "Competitive Activities" means the development, sale or resale, licensing or sublicensing, distribution or redistribution, or other commercial exploitation, of packaging products, "Competitor" means any Person whose principal business consists of Competitive Activities, or any combination thereof. Notwithstanding the foregoing, nothing contained in this Section 7(d) shall be deemed to prohibit Executive from (i) maintaining an ownership interest in, serving on the board of directors of or participating in the operations of, ▇▇▇▇▇▇ Trucking Corporation, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tothe business activities of ▇▇▇▇▇▇ Trucking Corporation are limited solely to trucking brokerage and warehousing and other activities not constituting Competitive Activities, or otherwise be connected (ii) maintaining an ownership interest in or associated with serving on the board of Q2 Marketing, Inc. or, through Q2 Marketing, Inc., participating in the development and licensing of, the "Q-Pack" patent and related trademark, copyright and other related intellectual property rights; provided, further, that any Competing Business of the same company, such activities described in clauses (i) and (yii) Executive obtains above are in strict compliance with the prior written consent last two sentences of Vishay expressly authorized by Section 1(b) hereof, or from maintaining an ownership interest in and conveying or leasing the Board of Directorsproperty located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, which consent shall not be unreasonably withheld▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows: (i) During his employment with the Non-Competition Company and, for a period of one year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive shall will not, without the prior written consent whether on Executive’s own behalf or on behalf of Vishay expressly authorized by the Board of Directorsor in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly, ownsolicit or assist in soliciting any business related to a Competitive Business from any client or prospective client of the Company: (A) with whom Executive had material personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had material personal contact or dealings on behalf of the Company during the one-year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period and within the Continents of North America, manageSouth America, operateAfrica, joinEurope, controlAsia, participate and Australia (the “Restricted Territory”), which is the territory in which the Company does business and the Executive provides services to the Company, Executive will not directly or indirectly: (A) engage in a Competitive Business; (B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall not be prohibited from rendering any services to any entity that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Permitted Company that does not relate to a Competitive Business; (C) acquire a financial interest in, invest in or otherwise be connected or associated become actively involved with, in any mannerCompetitive Business, including directly or indirectly, as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessconsultant; provided, however, that nothing in this Agreement shall prevent Executive from restriction will not apply to a Permitted Company, or (aD) owning five percent interfere with, or attempt to interfere with, business relationships (5%whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or less investors of the stock Company. (iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services in the agricultural products industry and any other securities business in which the Company or any of a publicly held corporation, so long as its subsidiaries engaged while the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized was employed by the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During In further consideration of the Non-Competition 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”), Executive Employee shall not, without the prior express written consent of Vishay expressly authorized approval by the Board of DirectorsBoard, directly or indirectly, ownindirectly through any other Person or Persons (whether for compensation or otherwise): (a) own or hold any debt or equity interest in, manage, operate, join, control, consult with, render services for, or engage, join or participate inin the ownership, invest management, operation or control of, or furnish any capital or loans to, any Person engaged in or otherwise be connected or associated withactively pursuing the Business (a “Competing Business”), in any manner, including either as an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, investor, lender, agent, employee, consultant, trustee, affiliate or otherwise; or (b) provide to any Competing Business (whether as owner, officer, general or limited partner, principal, consultantproprietor, advisorjoint venturer, shareholder, director, member, manager, investor, agent, proprietoremployee, trustee consultant, trustee, affiliate or investorotherwise) any executive, managerial, strategic or business development services similar to those services that Employee provided to any member of the Company Group during Employee’s employment with the 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 outstanding securities of any publicly traded company engaged in a Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not Employee has no active participation in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding In addition, Employee agrees and acknowledges that the foregoingpotential harm to any member of the Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions is in full accord as to their necessity. Employee expressly acknowledges and agrees that each and every restraint imposed hereunder by this Agreement is reasonable with respect to Competing Businesses shall apply only the subject matter, time period and geographical area and that this Section 8 is ancillary to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business sale of the same companyCompany from Employee to BioNovelus, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.Inc.

Non-Competition. During In consideration of the benefits provided under this Agreement: (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Corporation. Accordingly, in consideration of the benefits described in this Agreement, during the Non-Competition Period, the Executive shall not: (i) In the Non-Competition Area, without provide financial or executive assistance to any person, firm, corporation or enterprise engaged in: (1) the prior written consent of Vishay expressly authorized by banking or financial services industry (including bank holding company); or (2) any other activity in which the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less Corporation engaged at the beginning of the stock Non-Competition Period; or (ii) Directly or indirectly contact, solicit or induce any person, corporation or other securities entity who or which is a customer or referral source of the Corporation during the term of the Executive’s employment or on the date of the Executive’s Termination, to become a publicly held corporationcustomer or referral source for any person or entity other than the Corporation; or (iii) Directly or indirectly solicit, so long as Executive does not in fact have induce or encourage any employee of the power Corporation, who is employed during the term of the Executive’s employment or on the date of the Executive’s Termination, to controlleave the employ of the Corporation or its subsidiaries or to seek, obtain or direct accept employment with any person or entity other than the management of, and is not otherwise associated with, such corporation, Corporation or its subsidiaries. (b) performing services It is expressly understood and agreed that, although the Executive and RFC consider the restrictions contained in this Section 4.1 reasonable for an investment bankthe purpose of preserving for the Corporation, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingits good will and other proprietary rights, if a company has separate divisions final judicial determination is made by a court having jurisdiction that the Non-Competition Area, the Non-Competition Period or subsidiaries, some of which conduct a Competing Business and some of which conduct any other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, restriction contained in this Section 4.1 is an unreasonable or otherwise be connected or associated with any Competing Business unenforceable restriction against the Executive, the provisions of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent Section 4.1 shall not be unreasonably withheldrendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The existence of any immaterial claim or cause of action of the Executive against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation 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 be entitled to injunctive relief in order to enforce the provisions hereof and/or seek specific performance and damages.

Non-Competition. During In further consideration of the Non-Competition 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”), Executive Employee shall not, without the prior express written consent of Vishay expressly authorized approval by the Board of DirectorsBoard, directly or indirectly, ownindirectly through any other Person or Persons (whether for compensation or otherwise): (a) own or hold any debt or equity interest in, manage, operate, join, control, consult with, render services for, or engage, join or participate inin the ownership, invest management, operation or control of, or furnish any capital or loans to, any Person engaged in or otherwise be connected or associated withactively pursuing the Business (a “Competing Business”), in any manner, including either as an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, investor, lender, agent, employee, consultant, trustee, affiliate or otherwise; or (b) provide to any Competing Business (whether as owner, officer, general or limited partner, principal, consultantproprietor, advisorjoint venturer, shareholder, director, member, manager, investor, agent, proprietoremployee, trustee consultant, trustee, affiliate or investorotherwise) any executive, managerial, strategic or business development services similar to those services that Employee provided to any member of the Company Group during Employee’s employment with the 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 outstanding securities of any publicly traded company engaged in a Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not Employee has no active participation in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding In addition, Employee agrees and acknowledges that the foregoing, if a company potential harm to any member of the Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that Employee has separate divisions or subsidiaries, some of which conduct a Competing Business carefully read this Agreement and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only has given careful consideration to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyrestraints imposed upon Employee by this Agreement, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldis in full accord as to their necessity.

Non-Competition. During In consideration of and in connection with --------------- Executive's purchase of shares of Class A Common Stock, Class B Common Stock and Preferred Stock, and the Non-Competition PeriodCompany's obligations in respect of such shares, and in order to protect the goodwill of the Company, as long as Executive is employed by the Company and owns shares of Class A Common Stock, Class B Common Stock or Preferred Stock, Executive shall not, without unless acting in accordance with the Company's prior written consent of Vishay expressly authorized by (which consent may be withheld in the Board of DirectorsCompany's sole and absolute discretion), directly or indirectly, own, manage, operate, join, operate or control, or participate inin the ownership, invest in management, operation or control of, or be connected as a director, officer, employer, employee, partner, consultant, independent contractor or otherwise with, or permit his name to be connected used by or associated in connection with, any profit or non-profit business or organization which directly or indirectly engages in wireless communications activities, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee part of the United States or investor, any Competing Businessother region of the world; provided, howeverthat -------- notwithstanding the foregoing, Executive may engage in the activities which exist as of the date of the Merger with respect to the entities set forth on Schedule 1(c). The parties agree that nothing in this Agreement the foregoing shall prevent not limit Executive from (a) owning five percent (5%) making passive investments in the securities of any entity. If any provision of this Section 3 is adjudged by a court to be invalid or less unenforceable, the same will in no way affect any other provision of this Section 3 or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the stock duration of such provision or other securities of a publicly held corporationthe geographic area covered thereby, so long as Executive does not in fact the parties agree that the court making such determination will have the power to controlreduce the duration and/or geographic area of such provision, and/or to delete specific words or direct the management ofphrases, and is not otherwise associated with, in its reduced form such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise provision will then be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise enforceable and will be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldenforced.

Non-Competition. During the Non-Competition Restricted Period, the Executive shall not, without the Company’s prior written consent consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of Vishay expressly authorized by the Board any business, or in any other capacity, other than on behalf of Directorsa Protected Party, directly or indirectlyorganize, establish, own, operate, manage, operatecontrol, join, controlengage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise be connected engage in the business of providing financial products or services to ▇▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with, with labor unions in any manner, including as an officeror other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent the Executive from (a) owning five for passive investment purposes not intended to circumvent this Agreement, less than three percent (53%) or less of the stock or other publicly traded common equity securities of a publicly held corporation, any company engaged in the Business (so long as the Executive does not in fact have the has no power to controlmanage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or direct similar governing official of the management of, competing enterprise other than in connection with the normal and is not otherwise associated with, such corporation, customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) performing services for being employed by or otherwise associated with (including as a director) an investment bankorganization or entity of which a subsidiary, investment advisor or investment fund that maydivision, 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, ownprovided 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, manage, operate, join, control, participate in, invest the Executive may be an officer of a bank or investment advisor or a union or related organization that engages in or otherwise be connected or associated with, in any manner, any Competing the Business, provided that the Executive shall not, is not directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toemployed in, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingworking in, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldDivision.

Non-Competition. During (a) For a period of two (2) years after the Closing Date (the “Non-Competition Compete Period”), Executive Parent and Sellers shall not, and shall cause their Affiliates (Parent and Sellers, together with such Affiliates, the “Seller Entities”) not to, without the prior written consent of Vishay expressly authorized 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 Board 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 DirectorsSellers 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, ownis engaged in the Restricted Business (any such transaction or series of related transactions, managea “Combination Transaction” and the Person with which such Combination Transaction is effected, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessthe “Combining Person”); provided, however, that during the Non-Compete Period, the 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, further, that during the Non-Compete Period, nothing in this Agreement shall prevent Executive from prohibit, restrict or otherwise limit the Combining Person (a) owning five percent (5%or if the Combining Person is not the survivor of such Combination Transaction, the surviving Person of such Combination Transaction) or less the Affiliates of the stock such Person from continuing to own, operate or other securities of a publicly held corporation, so long as Executive does not engage in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or Restricted Business; (bvii) performing services for an investment bank, investment advisor or investment fund that mayacquiring, directly or indirectly, ownany voting stock, manage, operate, join, control, participate in, invest capital stock or other equity interests (including convertible securities) of any Person in connection with any hedging or otherwise be connected similar products; or (viii) acquiring capital stock or associated with, other equity interests of any Person engaged directly or indirectly in any manner, any Competing the Restricted Business, provided provided, that Executive such acquisition is and remains during the Non-Compete Period an acquisition solely for investment purposes. (c) For purposes of this Section 4.10, the terms below shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.following respective meanings:

Non-Competition. During By and in consideration of the Non-Competition 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 Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, without for a one-year period following the prior written consent termination of Vishay expressly authorized by the Board of DirectorsExecutive’s employment (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessCompetitive Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent Executive from (a) owning five ownership of two percent (52%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or engaged in any business, of the type offered by Company or its affiliates or which the Company or its affiliates has documented plans to offer during the Restriction Period. Notwithstanding anything to the contrary set forth above, the restrictions in this Section shall not apply to Executive’s partial ownership of, and is not otherwise associated with, such corporation, or (b) performing provision of advisory services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingNational Benefit Programs, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldLLC.

Non-Competition. During the Non-Competition PeriodRestricted Period and in the Restricted Area, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the business of the Company or any other member of the Company Group for which Executive shall performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, and (iii) any other business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). Accordingly, during the Restricted Period and in the Restricted Area, Employee will not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, controlbecome employed or engaged by, participate partner in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly loan money or indirectly, have any responsibility whatsoever for, provide any services whatsoever sell or lease equipment or property to, or otherwise be connected affiliated with any Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or associated with manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of such Competing Business. Notwithstanding the foregoingFurther, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are Restricted Area, as defined above, shall not Competing Businessesinclude any geographic areas, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toservices, or otherwise be connected or associated with any Competing Business products of the same companyCompany in which Employee had no responsibility, no involvement, and (y) Executive obtains about which he/she had no access to Confidential Information or Company Relationships during the prior written consent last 12 months of Vishay expressly authorized by Employee’s employment with the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During As a material inducement for Buyer to enter into this Agreement and to consummate the Non-Competition PeriodTransaction, Executive Seller hereby covenants and agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, Seller shall not, without the prior written consent of Vishay expressly authorized by the Board of Directorsnot (and shall cause its Subsidiaries not to), directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, managera proprietor, partner, principalshareholder or member, consultantindividually or jointly or on behalf of or in concert with any Person, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) engage in any wireless mobile business within the Wireless Network Coverage Area (a “Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who purchased, leased or used any Sprint PCS Products and Services (as defined in the Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be prohibited from (A) acquiring or owning (by way of merger, consolidation, asset sale or otherwise) up to five percent (5%) or less in the aggregate of the outstanding stock or other securities of a publicly held corporation, so long as Executive does not any corporation that is engaged in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some publicly traded on a national securities exchange or in the over the counter market, or up to five percent (5%) in the aggregate of which conduct other businesses which are not a private entity that is engaged in a Competing BusinessesBusiness in each case through passive investments or (B) acquiring or owning any Person, then asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition constitute less than twenty-five (25%) of the aggregate revenues of such Person, assets or business. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions imposed hereunder with respect to set forth in this Section 5.14 shall not apply to, and “Competing Businesses Business” shall apply only not include any products or services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the future or the Seller’s cell towers segment. Further, notwithstanding anything to the divisions contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the Wireless Network Coverage Area or subsidiaries to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any violation of this Section 5.14 and that the extent of such company that conduct damage would be difficult if not impossible to calculate. Accordingly, the Competing BusinessesParties expressly agree that, provided that (x) Executive in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall nothave the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, directly whether predicated on the Management Agreement or indirectlyotherwise, have is not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any responsibility whatsoever for, provide any services whatsoever to, one or otherwise be connected or associated with any Competing Business more of the same companyprovisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and (y) Executive obtains reducing it so as to be enforceable to the prior written consent of Vishay expressly authorized by extent compatible with the Board of Directors, which consent shall not be unreasonably withheldapplicable law in such jurisdiction as it then appears.

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

Non-Competition. During the Non-Competition Restricted Period, Executive Shareholder shall not, directly or indirectly,without the prior written consent of Vishay expressly authorized by the Board of DirectorsLa-Man, directly or indirectly, (i) own, manage, operate, join, control, finance participate inin the ownership, invest in management, operation, control or otherwise financing of, or be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, agent, representative, consultant, advisorlicensor, agent, proprietor, trustee licensee or investorotherwise with, any Competing Business; providedbusiness or enterprise engaged in any business which is competitive with the business of Ad Art and Acquisitions Corp., howeverwithin each of the geographical units which are listed in Appendix A hereto (the ---------- "Territory"), that nothing or (ii) engage in any other manner, within the Territory, in any business which is competitive with the business of Ad Art and Acquisitions Corp. For the purposes of this Agreement Section 3, the "business of Ad Art and Acquisitions Corp." shall prevent Executive from be defined as set forth in Appendix B hereto. Notwithstanding the ---------- above, Shareholder shall not be deemed to be engaged directly or indirectly in any business in contravention of subparagraphs (a) owning five percent (5%i) or less (ii) above, if Shareholder participates in any such business solely as a passive investor holding up to 1% of the stock or other equity securities of a company or partnership, which securities are publicly held corporationtraded, so long as Executive or Shareholder is employed by a business or enterprise that is engaged primarily in a business other than the business of any of Acquisitions Corp., Ad Art or La-Man and Shareholder does not in fact have the power apply his or her expertise at such business or enterprise to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries part of such company business or enterprise that conduct is or could be competitive with the Competing Businessesbusiness of any of Acquisitions Corp., provided that (x) Executive shall not, directly Ad Art or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldLa-Man.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, investment advisor in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or investment fund that mayindirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest in or otherwise be connected or associated with, employed in any mannercapacity by, or serve as director, consultant, agent or representative for, any Competing Businesspartnership, provided corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive shall further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 18 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

Non-Competition. During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent Executive agrees that during his employment by the Company (5%which shall be deemed to include the period in which Executive is receiving any payments set forth in Section 9(h) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management ofhereto), and is not otherwise associated withfor a period of one (l) year after the termination of Executive’s employment hereunder (or, such corporationif applicable, or after the final severance payment) (b) performing services for an investment bankthe “Non-Competitive Period”), investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any responsibility capacity whatsoever forengage in, provide become financially interested in, be employed by, render any services whatsoever consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise be connected competitive with, products or associated with such Competing Business. Notwithstanding services of the foregoing, if a company has separate divisions Company or any of its subsidiaries, some in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which conduct a Competing Business is engaged in such business and some is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions any class of stock or subsidiaries securities of such company that conduct the Competing Businessescorporation. In addition, provided that (x) Executive shall not, directly or indirectly, have during the Non-Competitive Period, (i) request or cause contracting parties, suppliers or customers with whom the Company or any responsibility whatsoever forof its subsidiaries has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or (ii) solicit, provide interfere with, entice from the Company or hire any services whatsoever toemployee (or former employee) of the Company, or otherwise be connected cause or associated with encourage any Competing Business other person or entity to take any such action. (b) Executive acknowledges that the Company conducts business on a worldwide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 13 are reasonable and properly required for the adequate protection of the same companybusiness of the Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, and Executive agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (yc) Executive obtains If any portion of the prior written consent restrictions set forth in this Section 13 should, for any reason whatsoever, be declared invalid by a court of Vishay expressly authorized by competent jurisdiction, the Board validity or enforceability of Directors, which consent the remainder of such restrictions shall not thereby be unreasonably withheldadversely affected.

Non-Competition. During the Non-Competition Period"RESTRICTED PERIOD" (as hereinafter defined), Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directorseach Seller agrees not to, directly or indirectly, ownalone or as a partner, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, consultant, agent, independent contractor, subcontractormember or stockholder of any company or Person, stockholderengage in any business activity, memberincluding but not limited to any business activity related to the business of selling cellular or wireless communications services or products, managerincluding, partnerwithout limitation, principalpaging, consultantPCS, advisorESMR and any other form of personal communications services, agentin the "RESTRICTED AREA" (as hereinafter defined) which is directly or indirectly in competition with the products or services being developed, proprietormarketed, trustee sold or investorotherwise provided by the Corporations or the Purchaser or which is directly or indirectly detrimental to the business of the Corporations, the Purchaser or any Competing BusinessSubsidiary; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five the record or beneficial ownership by a Seller of two percent (52%) or less of the outstanding publicly traded capital stock of any such company or other securities Person shall not be deemed to be in violation of a publicly held corporation, this SECTION 6.6 so long as Executive does a Seller is not an officer, director, employee or consultant of such company or Person. The Sellers further agree that, during the Restricted Period, the Sellers shall not in fact any capacity, either separately, jointly or in association with others, directly or indirectly do any of the following: (a) recruit, solicit, induce or otherwise influence any of the Corporations', the Purchaser's or any Subsidiary's employees, consultants, agents, sub-agents, suppliers, customers or prospects, proprietors, partners, lenders, directors, joint venturers, investors, lessors, sub-contractors, independent contractors or any other Person which has a business relationship with either Corporation, the Purchaser or any Subsidiary, to discontinue, reduce or modify such relationship with either Corporation, the Purchaser or any Subsidiary; and (b) employ or seek to employ any Person or agent who is then employed or retained by either Corporation, the Purchaser or any Subsidiary (or who was so employed or retained at any time within the two (2) years prior to the date the Seller employs or seeks to employ such person). The "RESTRICTED PERIOD" shall mean the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date. The "RESTRICTED AREA" shall mean the continental United States. The Sellers acknowledge and agree that the covenants provided for in this SECTION 6.6 are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's legitimate business interests as a buyer of the Shares in protecting its trade secrets. The Sellers further acknowledge and agree that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's and the Purchaser's other legitimate business interests, which include interests in protecting (x) valuable confidential business information, (y) substantial relationships with specific customers throughout the United States and (z) customer goodwill associated with ongoing business by way of marketing throughout the United States using the trademark "Cellular Warehouse." The Sellers hereby expressly authorize the enforcement of the covenants provided for in this SECTION 6.6 by the Purchaser, the Corporations after the Closing, the Purchaser's, either Corporation's or any of the Purchaser's permitted assigns and any successors to the business of the Purchaser, the Corporations or the Purchaser. To the extent that the covenant provided for in this SECTION 6.6 may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to control, reduce the duration or direct scope of the management ofprovision, and is not otherwise associated with, such corporation, to add or (b) performing services for an investment bank, investment advisor delete specific words or investment fund that may, directly phrases to or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise from the provision. The provision as modified shall then be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldenforced.

Non-Competition. A. During the Non-Competition Periodterm of this Agreement and for a period of six (6) months after the termination of this Agreement for any reason (or for such a lesser period of time as may be determined by a court of law or equity to be a reasonable limitation on Executive), unless the Company is in material default of the provisions of Section 9 hereof, as applicable, Executive shall not, without not do the prior written consent of Vishay expressly authorized by the Board of Directorsfollowing: (i) Solicit, directly or indirectly, any director, officer or employee of the Company (for purposes of this Section 5, the term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any holding company related to the Company or its parent and any subsidiaries thereto) to discontinue that individual’s status of employment with the Company, nor to become employed in any activity similar to or competitive with the business of the Company being conducted at the time of termination of this Agreement within the territories in which the Company conducts its business operations; (ii) Solicit or cause or authorize, directly or indirectly to be solicited, for or on behalf of Executive or any third party, from others who are customers of the Company or active prospects, any business which is competitive with the Company within the territories in which the Company conducts its business operations; (iii) Enter into or engage, directly or indirectly, in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; (iv) Solicit, request, advise or induce any current or potential customer, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company; (v) Promote or assist, financially or otherwise, any person or entity engaged in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; or (vi) Engage in or invest in, own, manage, operate, joinfinance, control, consult with or participate inin the ownership, invest in management, operation, financing or otherwise control of, be connected or employed by, associated with, or in any mannermanner connected with, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lend Executive’s name to or investor, render services or advice to any Competing Business; provided, however, business that nothing directly competes with the business conducted by the Company within the territories in this Agreement which the Company conducts its business operations. B. Nothing herein shall prevent prohibit Executive from (a) owning holding shares or stock or warrants or debentures in a company listed on a nationally or internationally recognized stock exchange, if Executive owns no more than five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business company’s shares entitled to vote at a meeting of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldits shareholders.

Non-Competition. During the Non-Competition period commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Term) (the "Restricted Period"), Executive shall notyou will not (except as an officer, without the prior written consent director, stockholder, member, manager, employee, agent or consultant of Vishay expressly authorized by the Board of Directors, Paramount) directly or indirectly, own, manage, operate, join, control, participate or have a financial interest in, invest control or participate in the ownership, management, operation or otherwise control of, or be connected employed as an employee, agent or associated consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any mannermanner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, including a "Competitive Enterprise"); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as an officerthe case may be, directorof not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, employeehaving a class of securities registered pursuant to the Securities Exchange Act of 1934, independent contractoras amended, subcontractorwhich securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, howeverprovided further, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of such ownership represents a publicly held corporationpassive investment and that you together with your affiliates and associates, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, either directly or indirectly, owndo not manage or exercise control of any such corporation, manageguarantee any of its financial obligations, operate, join, control, participate in, invest otherwise take part in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toits business other than exercising your rights as a shareholder, or otherwise be connected or associated with 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 Competing Businessnon-payment after thirty (30) days' prior written notice. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only anything to the divisions contrary in this Agreement or subsidiaries of such company that conduct any other document or instrument, except as expressly set forth in the Competing Businessespreceding sentence, provided that (x) Executive shall not, directly no breach or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business failure to perform on the part of the same company, and (y) Executive obtains the prior written consent Paramount or any of Vishay expressly authorized by the Board its affiliates shall relieve you of Directors, which consent shall not be unreasonably withheldyour obligations under this Section 7.

Non-Competition. During By and in consideration of the Non-Competition 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 Executive’s exposure to the Confidential Information of the Company, the Executive agrees that the Executive shall not, without during the prior written consent Executive’s employment with the Company and for a twelve-month period following the Date of Vishay expressly authorized by Termination (the Board of Directors“Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event (A) shall prevent ownership by the Executive from (a) owning of five percent (5%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof, 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 not otherwise associated withthe Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such corporationPerson prior to commencement of his or her employment with such Person. For purposes of this Section 6(b), or (b) performing services for an investment bank, investment advisor or investment fund “Restricted Enterprise” shall mean any Person that mayis engaged, directly or indirectly, own, manage, operate, join, control, participate in (or intends or proposes to engage in, invest or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or otherwise be connected or associated withis preparing to become engaged in, in any mannerat the time of the Executive’s termination. During the twelve-month period following the Date of Termination, any Competing Businessupon the request of the Company, provided that the Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding notify the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business Company of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldExecutive’s then-current employment status.

Non-Competition. During The Executive agrees that for a period of twelve (12) months following the Non-Competition PeriodDate of Termination, Executive shall notunless the Date of Termination is the Expiration Date, without the prior written consent of Vishay expressly authorized by the Board of Directors, he will not directly or indirectly, indirectly own, manage, operate, joincontrol or participate in the ownership, controlmanagement, participate inoperation or control of, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principaldirector or otherwise with, consultantor have any financial interest in, advisoror aid or assist anyone else in the conduct of, agent, proprietor, trustee or investorsolicit any employees of the Company on behalf of, any Competing Businessentity or business which competes directly with any business conducted by the Company or by any group, division or subsidiary of the Company, in any area where such business is being conducted or is proposed to be conducted at the Date of Termination; provided, however, that nothing this provision shall not apply if Executive or the Company terminates his employment on the Expiration Date. It is understood and agreed that, for the purposes of the foregoing provisions of this Section 6, (i) no business shall be deemed to be a business conducted by the Company or any group, division or subsidiary of the Company, unless not less than five percent (5%) of the Company’s consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company’s consolidated assets are devoted to, such business; and (ii) no business conducted by any entity by which the Executive is employed or in this Agreement which he is interested or with which he is connected or associated shall prevent Executive be deemed competitive with any business conducted by the Company unless it is one from (a) owning which five percent (5%) or less more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets are devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of 10% of the most nearly comparable figure for the Company, such business of such entity shall be deemed to be competitive with a business of the Company. Furthermore, ownership of not to exceed five percent (5%) of the voting stock or other securities of any publicly held corporation shall not constitute a violation of this Section 6, and ownership of a publicly held corporation, so long as Executive does not partial equity interest in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent ▇▇▇▇▇▇▇ Foot Form also shall not be unreasonably withheldconstitute a violation of this Section 6.

Non-Competition. During the Non-Competition PeriodEmployment Term and for a period of twelve (12) months after the Date of Termination, the Executive hereby agrees with the Company as to the following covenants: (a) he shall not, directly or indirectly, engage in, or be employed by, or act as a consultant to, or be a director, officer, owner or partner of or acquire an interest in a business competing with the professional wrestling or other core businesses conducted by the Company or any of its subsidiaries or affiliates, nor without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectlyindirectly have any interest in, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withwith as a stockholder, in any mannerjoint venturer, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, partner or consultant, advisoror otherwise engage, agent, proprietor, trustee invest or investor, participate in any Competing Businessbusiness that is competitive with the professional wrestling or other core businesses conducted by the Company or by any subsidiary or affiliate of the Company; provided, however, that nothing contained in this Agreement Section 8.3 shall prevent the Executive from investing or trading in stocks, bonds, commodities, securities, real estate or other forms of investment for the Executive’s own account and benefit (adirectly or indirectly), so long as the Executive’s ownership interest therein does not exceed three percent (3%) owning of any publicly-owned entity or five percent (5%) of any privately-owned entity or less of fund, and provided the stock or other securities of a publicly held corporation, so long as Executive does not has no active role in fact have the power to control, or direct the management of, of such entity or fund and is such investment activities do not otherwise associated with, such corporation, or significantly interfere with the Executive’s services to be rendered hereunder and are consistent with the conflict of interest policies maintained by the Company from time to time; (b) performing services for an investment bankhe shall not actively solicit any employee, investment advisor agent or investment fund that mayindependent contractor of the Company or any of its subsidiaries or affiliates to leave the employment or service thereof; and (c) he shall not induce or attempt to induce any customer, directly supplier, licensee or indirectlyother individual, own, manage, operate, join, control, participate in, invest in corporation or otherwise be connected other business organization having a business relationship with the Company or associated with, its subsidiaries or affiliates to cease doing business with the Company or its subsidiaries or in any mannerway interfere with the relationship between any such customer, any Competing Businesssupplier, provided that Executive shall not, directly licensee or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, other person and the Company or otherwise be connected its subsidiaries or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldaffiliates.

Non-Competition. During (a) For a period commencing on the Nondate hereof and ending on the earlier of (i) termination of the Merger Agreement or (ii) the three-Competition year anniversary of the date hereof (the “Restricted Period”), Executive the Stockholder shall notnot engage, directly or indirectly, in any business anywhere in the world that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied 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 Vishay expressly authorized by the Board of DirectorsParent, directly or indirectly, ownown an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractorpartner, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee consultant or investorotherwise, any Competing 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”), shall not be deemed to be in violation of this Agreement as long as the Person owning such securities has no active participation in the management of such Investment Company. (b) As a separate and independent covenant, the 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 period 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 Company or any Company Subsidiary, or interfere with or attempt to interfere with any officers, employees, representatives or agents of Parent, any Subsidiary of Parent, the Company or any Company Subsidiary, or induce or attempt to induce any of them to leave the employ of Parent, any Subsidiary of Parent, the Company or any Company Subsidiary or violate the terms of their contracts, or any employment arrangements, with Parent, any Subsidiary of Parent, the Company or any Company Subsidiary; provided, however, that nothing the foregoing will not prohibit (i) a general solicitation to the public 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) 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 1. (d) The Stockholder acknowledges that the covenants of the Stockholder set forth in this Agreement shall prevent Executive from (a) owning five percent (5%) or less are an essential element of the stock or other securities of a publicly held corporationtransactions contemplated by the Merger Agreement and that, so long as Executive does not in fact have but for the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business agreement of the same companyStockholder to comply with these covenants, Parent and (y) Executive obtains Purchaser would not have entered into the prior written consent of Vishay expressly authorized by Merger Agreement. The Stockholder acknowledges that the Board of Directors, which consent agreements contained herein are independent covenants that shall not be unreasonably withheldaffected by performance or nonperformance of the Merger Agreement by Parent or Purchaser. The Stockholder has had the opportunity to independently consult with his counsel regarding whether the covenants contained herein are reasonable and proper.

Non-Competition. During Each Party covenants and agrees that, from the Effective Time until the second (2nd) anniversary of the Distribution Date (the “Non-Competition Compete Period”), Executive shall notneither Party will, without the prior written consent and will cause each other member of Vishay expressly authorized by the Board of Directorsits respective Group not to, directly or indirectly, own, manageinvest in, operate, joinmanage, control, participate in, invest in or otherwise be connected or associated with, engage in any manner, including Prohibited Business (as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessapplicable) without the prior written consent of the other Party; provided, however, that nothing in this Agreement shall prevent Executive from Section 5.6(a) will prohibit (ai) owning five percent (5%) the ownership by Parent or less SpinCo, as the case may be, or any member of the stock its respective Group, of debt, equity or any other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a publicly held corporationProhibited Business (as applicable), so long as Executive does not in fact have the power to controlprovided ownership of such securities (either directly, indirectly or direct the management of, and upon conversion) is not otherwise associated with, less than 5% of such corporation, class of securities of such Person or (bii) exercising its rights or performing services for an investment bank, investment advisor or investment fund that may, directly complying with its obligations under this Agreement or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessAncillary Agreement. Notwithstanding the foregoing, if in the event that a company has separate divisions merger, acquisition, consolidation or subsidiariesother business combination with or from an affiliated Person that directly or indirectly owns, some of which conduct invests in, operates, manages, controls, participates or engages in a Competing Prohibited Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries (so long as such Prohibited Business represents less than 40% of such company that conduct Person’s consolidated assets or revenue) results in Parent or SpinCo, as the Competing Businesses, provided that (x) Executive shall notcase may be, directly or indirectlyindirectly owning, have any responsibility whatsoever forinvesting in, provide any services whatsoever tooperating, managing, controlling, participating or otherwise be connected or associated with any Competing engaging in a Prohibited Business in breach of this Section 5.6(a) at the same companytime of such transaction, such transaction (and (yresulting operations of such business) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withhelddeemed a breach of this Section 5.6(a) if such party uses commercially reasonable efforts to cure such breach as promptly as practicable (by divestiture or otherwise).

Non-Competition. During the Executive’s employment and through the two (2) year anniversary of the Termination Date (the “Non-Competition Compete Period”), the Executive shall not, not (without the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany), directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, (i) engage in any mannerCompetitive Business, including (ii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 10(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an officer, director, employee, independent contractor, subcontractorowner, stockholder, member, manager, partner, principaljoint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, advisordirector, agentofficer, proprietorlicensor of technology or otherwise (provided that licensors of technology shall only be covered if the Executive is personally working on technology for a Competitive Business and such technology is not technology that is generally available to a broad group of customers), trustee and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or investordistribution of products or services similar to those produced, sold, distributed or provided by the Company or any Competing Business; providedof its Affiliates during the three (3) year period ending on the Termination Date. Notwithstanding the foregoing, however, that nothing in this Agreement shall contained herein will prevent the Executive from engaging in any activity (aincluding those described in the first sentence of this Section 10(b)) owning five percent for or with respect to any subsidiary, division or affiliate or unit (5%each a “Unit”) or less of the stock or other securities of an entity that is a publicly held corporationCompetitive Business, so long as that Unit is not itself a Competitive Business and so long as the Executive does is not in fact have the power to controlproviding services, or direct is actively involved in the management ofsupervision of other Persons who are providing services, to any other Unit of such entity or business that is a Competitive Business. In addition, notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding equity securities of any class of a corporation or other entity that is publicly traded, or not more than two percent (2%) of any non-voting equity securities or debt securities of any corporation or other entity, so long as the Executive has no active participation in the business of such corporation or other entity (including, without limitation, serving as a member of the board of directors or as a consultant). The obligations of the Executive under this Section 10(b) shall apply to (x) any geographic area or territory in which the Company or any of its Affiliates is engaged in business as of the Termination Date, and (y) any prospective geographic area or territory that within the six (6) months preceding the Termination Date, has been the subject of serious consideration by the Company or any of its Affiliates as a business location and which the Executive is not otherwise associated withor has been made aware of. For purposes of this Section 10(b), such corporation, “Affiliates” shall be limited to those Affiliates who are engaged in the same or (b) performing services for an investment bank, investment advisor substantially related business as the Company or investment fund that mayany of its subsidiaries and other Affiliates in which the Company, directly or indirectly, own, manage, operate, join, control, participate in, invest in owns 20% or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business more of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldequity interests.

Non-Competition. During In order to induce Company to enter into this Agreement and in consideration of Company entering into this Agreement, Executive agrees that during his employment with Company and for a period of two years after the Non-Competition Perioddate on which Executive ceases to be employed by Company, Executive shall not (i) solicit or attempt to solicit or accept business from or in any way interfere or attempt to interfere with Company's relationship with any person, firm or corporation for which Company has provided services or products within the prior two years; and (ii) either directly or indirectly, engage, hire, employ, or induce or encourage to leave employment any employee of Company. Executive further agrees that for a period of two years after the date on which Executive ceases to be employed by Company. Executive shall not, within the boundary of the United States, without the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany in each instance, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannermanner or capacity, including whether for himself or herself or any other person and whether as an officerproprietor, principal, owner, shareholder, partner, investor, director, officer, executive, employee, independent contractorrepresentative, subcontractor, stockholder, member, manager, partner, principaldistributor, consultant, advisorindependent contractor or otherwise, agentengage or have any interest in any entity which at any time during such term or such two-year period a customer of Company, proprietoror is engaged in the business of providing dedicated Internet access, trustee web hosting, co-location, Internet-related hardware and software sales and systems and network integration, systems administration and web site management, and value-added solutions such as e-commerce, steaming media, network security and web development or investorin any other manner performs services or provides products similar to those provided by Company. Notwithstanding the foregoing, any Competing Business; provided, however, that nothing Executive shall not be deemed to be in violation of this Agreement shall prevent Executive from (a) owning Section simply for holding up to five percent (5%) or less of the stock or other outstanding shares of any class of equity securities of a publicly held corporation, so long as Executive does not corporation that is engaged in fact have the power providing products or services similar to control, or direct the management of, those provided by Company and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if has securities registered pursuant to a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only registration statement filed pursuant to the divisions Exchange Act of 1934, as amended. It is agreed that the two-year time periods set forth in this Section shall be reduced to one year in the event Company terminates Executive's employment without Cause or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldterminates his employment for Good Reason.

Non-Competition. During The Executive covenants and agrees that, during the NonExecutive’s employment hereunder and for a period of twenty-Competition Periodfour (24) months thereafter (to the extent permitted by law), the Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withwill not at any time, in the United States or any mannerother jurisdiction in which the Company, including the University or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as an a principal, investor, employee, consultant, independent contractor, officer, director, employee, independent contractor, subcontractor, stockholder, board member, manager, partner, principal, consultant, advisor, agent, proprietoror otherwise, trustee alone or investorin association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any 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 nothing in this Agreement shall prevent the foregoing will not prohibit the Executive from (ai) owning serving on Board of Directors (or comparable bodies) of other entities where the Company or the 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, 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 Executive is not predominantly engaged in supporting the online 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, the ownership by the Executive of less than five percent (5%) or less of the outstanding stock or other of any corporation listed on a national securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent exchange shall not be unreasonably withhelddeemed a violation of this Section 9(a).

Non-Competition. (a) Executive has been provided with opportunities to learn, obtain or access the Vishay or Vishay Singapore's business and confidential information, including, but not limited to, the trade secrets of Vishay and Vishay Singapore, and Executive understands that any leakage of such confidential information or violation or breach of this Agreement may result in significant damages or loss to Vishay and Vishay Singapore. Therefore, Executive understands the importance of the duty of confidentiality and non-competition. (b) During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly an authorized by the Board officer of DirectorsVishay, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (ai) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (bii) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of DirectorsVishay, which consent shall not be unreasonably withheld.

Non-Competition. During the Non-Competition PeriodTransition Period and for a two (2)-year period following the Separation Date, the Executive shall not, directly or indirectly: (i) engage in any managerial, executive, administrative, advisory, consulting, operational or sales activities in a Restricted Business (as defined below) anywhere in the Restricted Area (as defined below), including, without limitation, as a director or partner of such Restricted Business, or (ii) organize, establish, operate, own, manage, control or have a direct or indirect investment or ownership interest in a Restricted Business or in any corporation, partnership (limited or general), limited liability company, enterprise or other business entity that engages in a Restricted Business anywhere in the prior written consent Restricted Area. Nothing contained in this Section 4(c) shall prohibit or otherwise restrict the Executive from continuing to serve as a member of Vishay expressly authorized by the Board board of Directorsdirectors of Copano LLC or from acquiring or owning, directly or indirectly, for passive investment purposes not intended to circumvent this Agreement, securities of any entity engaged, directly or indirectly, in a Restricted Business if either (i) such entity is a public entity and the Executive (A) is not a controlling Person (as defined below) of, or a member of a group that controls, such entity and (B) owns, directly or indirectly, no more than 3% of any class of equity securities of such entity or (ii) such entity is not a public entity and the Executive (x) is not a controlling Person of, or a member of a group that controls, such entity and (y) does not own, managedirectly or indirectly, operatemore than 1% of any class of equity securities of such entity. Notwithstanding the foregoing or otherwise, jointhe Executive shall not be prevented, controlfollowing the Separation Date, participate from providing services to, having an equity or other ownership interest in, invest or receiving compensation from any entity which is, or is a general partner in, or manages or participates in managing a public or private fund (including any private equity and/or hedge fund) or other investment vehicle which has an interest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing manages a Restricted Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of all cases the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, indirectly provide any services whatsoever to, nor is in any other way involved in the management or otherwise be connected or associated with such Competing business of, the Restricted Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some For purposes of which conduct a Competing Business Section 4(b) and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.this Section 4(c):

Non-Competition. During In consideration of the Non-Competition Periodbenefits of this Agreement to Allbritton and as a materia▇ ▇▇▇▇▇▇▇▇nt to IBC to enter into this Agreement and pay the Merger Consideration, Executive Allbritton hereby covenants ▇▇▇ ▇▇▇▇▇s that, commencing at the Effective Time and ending on the third anniversary of the Effective Time, he shall not, without the prior written consent of Vishay expressly authorized by the Board of Directorsand Allbritton will cause his A▇▇▇▇▇▇▇▇▇ and representatives not to, directly or indirectly, as proprietor, partner, stockholder, director, executive, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate, join, operate or control, or participate inin the ownership, invest in management, operation or otherwise be connected control, of any entity which engages, directly or associated withindirectly, in the business of banking (including, without limitation, the solicitation of deposits) within the territory circumscribed by a fifty-mile radius of any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessbanking premise of the Bank in existence immediately prior to the Effective Time; provided, however, that nothing in this Agreement the foregoing shall prevent Executive not prohibit either Shareholder from (a) owning five percent (5%) or less purchasing and holding as an investment not more than 1% of the stock or other any class of publicly traded securities of a publicly held corporationany entity which conducts the business of banking, so long as Executive such Shareholder does not participate in fact have any way in the power to controlmanagement, operation or direct control of such entity; and provided further, however, that the management ofprovisions of this sentence shall not restrict Riggs National Corporation, and is not otherwise associated with, such ▇ ▇▇laware corporation, or (b) performing services for an investment bankany of its subsidiaries, investment advisor or investment fund that mayincluding Riggs Bank, directly or indirectlyN.A., owna nationa▇ ▇▇▇king association, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, from engaging in any mannerbusiness in any location. Furthermore, from and after the Effective Time, neither of the Shareholders nor any Competing Businessof their respective Affiliates or representatives shall use any proprietary customer list, provided other similar records of the holders of accounts that Executive shall notconstitute deposits of the Bank or any other proprietary lists, directly records, information or indirectlydocuments of the Bank or University for any purposes, have any responsibility whatsoever forincluding, provide any services whatsoever towithout limitation, to solicit deposits, loans, or otherwise be connected other products or associated with such Competing Business. Notwithstanding the foregoingservices, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries all of such company that conduct lists, records, information and documents to remain the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business property of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldSurviving Corporation.

Non-Competition. During The Executive agrees, in consideration for the Non-Competition Periodobligations of the Company hereunder, including, without limitation, any payments and benefits to be given to the Executive, that during the Restricted Time the Executive will not (other than as a director, officer, employee, agent or consultant of the Company), directly or indirectly own any interest in, manage, control, participate in (whether as an officer, member, manager, director, employee, consultant, advisor, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly in a Competitive Activity in the Restricted Area, including, without limitation, the provision of any other services which the Company or any of its Affiliates was designing, developing, selling or providing, or planning to design, develop, sell or provide, in either case, at any time while the Executive was employed by the Company, nor assist or encourage anyone in doing the same, unless the Executive shall not, without have obtained the prior written consent of Vishay expressly authorized by the Board of DirectorsBoard, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement the foregoing restrictions shall prevent not be construed to prohibit (i) the ownership by the Executive from (a) owning of not more than five percent (5%) or less of the stock or other any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly held corporation, so long as owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and neither the Executive does not nor any group of Persons including the Executive either directly or indirectly in fact have the power to control, any way manages or direct the management of, and is not otherwise associated with, exercises control of any such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in guarantees any of its financial obligations or otherwise be connected takes part in its business (other than exercising the Executive’s right as an equity holder) or associated with, in seeks to do any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding of the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect (ii) any activity consented to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business in writing by an authorized representative of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During The Employee acknowledges that the Non-Competition PeriodEmployee performs services of a unique nature for the Company that are irreplaceable, Executive and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of 90 days thereafter, the Employee shall not (and shall cause the Employee’s Affiliates to not, without the prior written consent of Vishay expressly authorized by the Board of Directors), directly or indirectly, own, manage, operate, join, control, participate inbe employed by (whether as an employee, invest consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any Person, in whatever form, engaged in any business in which the Company or otherwise any of its Affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be connected engaged in on or associated withafter such date, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, locale of any Competing Business; provided, however, that nothing country in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of which the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessCompany conducts business. Notwithstanding the foregoing, if nothing herein shall prohibit the Employee from being a company passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Affiliates, so long as the Employee has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then no active participation in the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such company that conduct corporation. In addition, the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business provisions of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent this Section 6.2 shall not be unreasonably withheldviolated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its Affiliates so long as the Employee and such subsidiary, division or unit does not, and does not have plans to, engage in a business in competition with the Company or any of its Affiliates.

Non-Competition. During You agree that , for the Non-Competition period beginning with the Effective Date through the last day of the Transition Period, Executive shall not, you will not without the prior written consent approval of Vishay expressly authorized by the Board of DirectorsEmployer, directly or indirectly, ownfor yourself or on behalf of or in conjunction with any other person or entity of whatever nature, manage, operate, join, control, engage or participate in, invest within the Market Area in or otherwise be connected or associated with, competition with OPC in any manneraspect of CO2 sequestration projects for the (i) capture of CO2 and the injection of such CO2 into geological storage, including as an officeror (ii) marketing, directorprovision and sale of CO2 capture, employeetransportation, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee storage or investor, any Competing sequestration consulting services provided in connection with the activities described in subclause (i) above (the “Business”); provided, however, that nothing in this Agreement “Business” shall not include any of the foregoing primarily intended and used for Enhanced Recovery Operations. This prohibition shall prevent Executive you, among other things, from (a) owning five percent (5%) directly or less indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with any person or entity primarily engaged in, or planning to primarily engage in, such Business in competition, or anticipated competition, in the Market Area, with OPC. For these purposes, “Market Area” means any location within 75 miles of any location where, as of the stock Retirement Date, OPC conducts business or other securities has material plans to conduct business of a publicly held corporationwhich you are aware. Notwithstanding the foregoing provisions, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that you may, directly or indirectly, indirectly own, managesolely as an investment, operatesecurities of any person engaged in the Business that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if you (A) are not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (B) do not, directly or indirectly, have own 2% or more of any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some class of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries securities of such company that conduct person. For the Competing Businessesavoidance of doubt, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business your continued service on a board of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized directors as previously approved by the Board of Directors, which consent OPC shall not be unreasonably withhelda violation of this Paragraph 6.

Non-Competition. During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent The Employee agrees that during the Employee’s employment with the Company and for a period of twelve (5%12) months immediately following termination of employment (the “Restricted Period”) for any reason, the Employee shall not serve in a management or less executive-level role with, or provide business, strategic, sales, financial, operational or technical advice or services, to the extent that the Employee provided such advice or services to the Company or its subsidiaries, at any time during the twenty-four (24) calendar month period preceding the termination of the stock Employee’s employment with the Company for any reason, to any person or other securities of a publicly held corporationbusiness that engages in the Competing Business within the Restricted Area. “Competing Business” means any person or business that develops or produces lithium-ion battery cells, so long as Executive does not in fact have the power to controlmodules or packs, or direct any other products developed by the management ofCompany, and is not otherwise associated withthe Parent or their subsidiaries during the Employee’s employment with regard to which the Employee developed or obtained Confidential Information. “Restricted Area” means any state in the United States or any foreign country in which the Employee provided services or had a material presence or influence for or on behalf of the Company, such corporation, the Parent or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businesstheir subsidiaries during the Employee’s employment. Notwithstanding the foregoing, the Employee shall not be prevented from providing services to a person or business who or which engages in or is actively preparing to engage in Competing Business, if a company has separate divisions such services are restricted solely to one or subsidiariesmore distinct portions of the operations and business of such person or business, some of which conduct a Competing Business and some of which conduct other businesses which such distinct portions do not engage in and/or are not preparing to engage in Competing BusinessesBusiness, then and the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing BusinessesEmployee undertakes not to, provided that (x) Executive shall and does not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever todiscussions with, or otherwise be connected participate in, the governance, management or associated with operations of such person or business or any business segments thereof that engage in or are actively preparing to engage in Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldBusiness.

Non-Competition. During the Non-Competition Restricted Period, the Executive shall not, without the Company’s prior written consent consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of Vishay expressly authorized by the Board any business, or in any other capacity, other than on behalf of Directorsa Protected Party, directly or indirectlyorganize, establish, own, operate, manage, operatecontrol, join, controlengage in, participate in, invest in, permit her 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 be connected engage in the business of providing financial products or services to T▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with, with labor unions in any manner, including as an officeror other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent the Executive from (a) owning five for passive investment purposes not intended to circumvent this Agreement, less than three percent (53%) or less of the stock or other publicly traded common equity securities of a publicly held corporation, any company engaged in the Business (so long as the Executive does not in fact have the has no power to controlmanage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or direct similar governing official of the management of, competing enterprise other than in connection with the normal and is not otherwise associated with, such corporation, customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) performing services for being employed by or otherwise associated with (including as a director) an investment bankorganization or entity of which a subsidiary, investment advisor or investment fund that maydivision, 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, ownprovided 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, manage, operate, join, control, participate in, invest the Executive may be an officer of a bank or investment advisor or a union or related organization that engages in or otherwise be connected or associated with, in any manner, any Competing the Business, provided that the Executive shall not, is not directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toemployed in, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoingworking in, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.Division..

Non-Competition. During (a) The Executive hereby acknowledges that the Nonservices which he will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, the Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (i) from and after the date hereof through the period during which the Executive continues to be employed by the Company (the "Employment Period"), and (ii) in the event of the Executive's termination or resignation hereunder pursuant to the provisions set forth in Sections 2 and 4 hereof, for the one-year period thereafter (the "Non- Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors"), directly or indirectly, own, manage, operate, join, controlcontrol or participate in the ownership, participate inmanagement, invest in operation or otherwise control of, or be connected or associated withas a director, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principallender, consultant, advisor, agent, proprietor, trustee consultant or investorotherwise ("Participate" or a "Participation") with, any Competing Businessbusiness or organization in any part of the United States in which the Company sells products or provides services, which Competes with the Company (as hereinafter defined), except with the Company's prior written consent. For purposes of this Agreement, a business or organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that nothing with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this paragraph shall prohibit the Executive from owning for investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York or American Stock Exchange or whose securities are quoted on the NASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive hereunder. Notwithstanding anything which may be to the contrary herein, the Executive shall not be required to cease Participation in any business or organization which begins to Compete with the Company subsequent to the time when the Executive commences such Participation, provided that such business or organization began to Compete with the Company through no action, assistance, or plan of the Executive. (b) It is the desire and intent of the parties that the provisions of Section 11 of this Agreement shall prevent be enforced under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Section 11 of this Agreement 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 law and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. (c) In the event of a breach or threatened breach by the Executive from of the provisions of Section 11(a), in addition to other remedies available to the Company at law (a) owning five percent (5%the amount of which shall be limited by this Section 11(c)) or less of in equity, the stock Company shall be entitled to a temporary or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlpermanent injunction or injunctions, or direct temporary restraining orders or orders to prevent breaches thereof, in each case, without the management ofneed to post any security or bond. All remedies available for breach of this Agreement are cumulative, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in the pursuit of any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent remedy shall not be unreasonably withheldconstrued as an election of such remedy or as prohibiting the Company from or limiting the Company in pursuing any other remedies available for any breach or threatened breach of this Agreement. The parties hereto agree and stipulate in advance that in any action brought by or on behalf of the Company to recover damages against the Executive for a breach of the provisions of Section 11(a) hereof, the maximum damages that may be awarded in the event that the Executive is ultimately adjudged to have breached such provisions shall be limited to the Executive's most recent annual salary multiplied by a fraction, the numerator of which shall be the number of full months that the Executive was finally adjudged to have been in breach of this covenant, and the denominator of which shall be twelve.

Non-Competition. During Each Seller covenants and agrees for a period of 30 months following the Non-Competition PeriodClosing Date, Executive that such Seller shall not, without (a) directly or indirectly, engage in any business that produces, manufactures, or distributes automotive glass, including windshields, backlites, sidelites and sunroofs for automobiles, trucks and vans to Original Equipment Manufacturers or Aftermarket customers (the prior written consent “Restricted Business”), in any territory or jurisdiction where the Company or any Company Subsidiary conducts the Restricted Business as of Vishay expressly authorized by the Board date of Directorsthis Agreement, or (b) disparage publicly or in the media (or privately to customers or suppliers of the Business) the Company or any Company Subsidiary, or their respective management, operations, business, products or employees; provided, that (x) the acquisition and/or ownership of up to 20% of any class of securities of any Person engaged in a Restricted Business shall not be deemed to be a violation of the provisions of the foregoing clause (a), and (y) commencing an Action, making court filings, providing testimony or documents or taking other actions necessary in connection with, or incident to, the defense or prosecution of any Action in which the interests of such Seller are adverse to Parent, the Company, or any Company Subsidiary (including, any Action arising from or relating to this Agreement or the Transactions or other documents and agreements entered into in connection with the Agreement) shall not be deemed to be a violation of the provisions of the foregoing clause (b). Notwithstanding anything to the contrary contained above, this Section 9.10 is not binding on and shall not apply to: (A) any mergers and acquisitions activities (including any divestiture) involving PPG Industries, Inc. or any of its Affiliates, including the taking of an ownership interest in, all or any part of any Person or business that is engaged in a Restricted Business or including receiving a note from, or giving a loan to any entity that purchases assets and/or stock from PPG Industries, Inc. and/or its Affiliates and is, directly or indirectly, own, manage, operate, join, control, participate in, invest engaged in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing a Restricted Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive either (x) PPG Industries, Inc. and/or its applicable Affiliate does not take a direct controlling interest in fact have the power to control, or direct entity conducting the management of, and is not otherwise associated with, such corporationRestricted Business, or (by) performing services the Restricted Business conducted by such acquired business represents less than 25% of the revenues of the of the acquired business for an investment bankits most recently completed fiscal year; (B) Affiliates or businesses of PPG Industries, investment advisor Inc. at such time as they are no longer Affiliates or investment fund that maybusinesses of PPG Industries, Inc.; (C) any commercial transaction in the ordinary course of business (excluding mergers, acquisitions, and divestitures but including purchases and sales of products and licenses of technology) between PPG Industries, Inc. and its Affiliates or businesses and any Persons directly or indirectly, own, manage, operate, join, control, participate in, invest indirectly engaged in a Restricted Business; or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, (D) the interest currently held directly or indirectlyindirectly by PPG Industries, have any responsibility whatsoever forInc. in Belletech Corp. For purposes of this Section 9.10, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding a direct controlling interest means the foregoing, if right to appoint a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business majority of the same company, and (y) Executive obtains board of directors of the prior written consent of Vishay expressly authorized by entity conducting the Board of Directors, which consent shall not be unreasonably withheldRestricted Business.

Non-Competition. During Each SJC Party hereby agrees that from the Non-Competition date hereof through December 31, 2017 (the “Restricted Period”), Executive such SJC Party shall notnot (and shall cause such SJC Party’s Affiliates not to), without the prior express written consent approval of Vishay expressly authorized by the Board of DirectorsDRII Parties, directly or indirectly, on his or its own behalf or on behalf of others (other than as required in the course of SJC’s providing of services to, or on behalf of, the DRII Parties in his capacity as Chairman), invest in, own, manage, operate, joinfinance, controlcontrol or participate in any way in the ownership, participate inmanagement, invest in operation, financing or control of, be employed or otherwise engaged by, lend any SJC Party’s credit, name or any similar name to (including through the grant of a license to use or otherwise exploit SJC’s Persona or otherwise), provide consulting or other services to, or in any other manner be connected or associated for financial benefit with, any Person that is engaged in the Restricted Business or any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee part thereof within any country in which either of the DRII Parties or investor, any Competing of their respective subsidiaries or Affiliates is engaged in the Business; provided, however, that nothing in this Agreement herein shall prevent Executive prohibit any SJC Party from (ai) purchasing and/or passively owning securities of a publicly traded corporation or other entity so long as the SJC Parties, together with each of their respective Affiliates, collectively, do not own at any time more than five percent (5%) or less of the stock outstanding shares or common equity interests of any such publicly traded corporation or other securities entity that engages in any way in the Restricted Business, or (ii) serving as a director, or otherwise participating in the business of, a corporation or other entity of which a publicly held corporationnot more than de minimis portion (from a financial or any other perspective) of its business consists of managing, marketing, selling, acquiring and/or developing, and/or financing the purchases of, fractional vacation ownership interests, so long as Executive does not in fact have the power to control, or direct the management of, and no SJC Party is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, involved in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldactivities.

Non-Competition. During By and in consideration of the Non-Competition PeriodCompany’s entering into this Agreement, Executive and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, without during the prior written consent period of Vishay expressly authorized by the Board of DirectorsRestriction Period (as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent Executive from (a) owning five ownership of one percent (51%) or less of the stock or other outstanding securities of a publicly held corporationthe limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 7(b), so long as Executive the Participant does not in fact have the power to controlhave, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannerexercise, any Competing Business, provided that Executive shall not, directly rights to manage or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, operate the business of such fund or otherwise be connected issuer other than rights as a limited partner or associated with such Competing Businessstockholder thereof. Notwithstanding the foregoing, if a company nothing in this Section 7(b) prohibits the Participant from being employed or engaged by any person or entity where such work would not involve any level of strategic, advisory, technical, creative, or sales, or other activity similar to that which the Participant provided to the Group. For purposes of this Section 7(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the Group is participating in, or has separate divisions taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, some of which conduct a Competing Business partnerships and some of which conduct other businesses which are not Competing Businessesjoint ventures during the Participant’s Service, then within the restrictions imposed hereunder with respect to Competing Businesses United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall apply only to mean the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business period of the same company, Participant’s Service and for twelve (y12) Executive obtains months following the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldtermination thereof.

Non-Competition. For purposes of this Section 8, all references to the Company shall be deemed to include all of the Company’s subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company as hereinafter set forth. During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized his employment by the Board Company and for a period of Directors(a) eighteen months after the expiration of this Agreement without renewal or (b) three years after the termination of this Agreement for any reason (the “Restricted Period”), the Employee shall not engage, directly or indirectly, ownor have an interest, directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except with respect to his employment by the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business which directly competes with any principal product line of the Company; namely, any product that accounts for at least five (5%) percent of the consolidated net sales of any of the Company’s product lines. Notwithstanding anything to the contrary otherwise herein provided, Employee’s ownership of 5% or less of the stock of any company shall not be deemed a violation of this Section 8, and furthermore, Employee may (y) manage, operate, be employed by, participate in, or provide services to a company that engages in such restricted activities if Employee does not personally participate or advise as to such restricted activities and Employee’s involvement within such company is limited to business units that do not engage in such activities; and (z) own (or hold a direct or indirect ownership interest in), manage, operate, join, control, be employed by, participate inin or, invest in provide services or otherwise be connected financial assistance to any company or associated withbusiness that he is permitted during the Term, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in pursuant to this Agreement shall prevent Executive from or otherwise, to own (a) owning five percent (5%) or less of the stock hold a direct or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, ownindirect ownership interest in), manage, operate, join, control, be employed by, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever foror, provide any services whatsoever or financial assistance to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only anything to the divisions or subsidiaries of such company that conduct the Competing Businessescontrary otherwise herein provided, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent Employee shall not be unreasonably withheldsubject to any obligations under this Section 8 following the termination of this Agreement if the Agreement is terminated pursuant to a Section 4(g) Termination.

Non-Competition. During In consideration of the Non-Competition PeriodCompany disclosing and providing access to Confidential Information after the date hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company, intending to be legally bound, hereby agree as follows: Executive shall not, without during the prior written consent of Vishay expressly authorized by Term or for 24 months thereafter (the Board of Directors"Restricted Period"), directly or indirectly, own, manage, operate, join, control, participate : (a) compete with the Company; or (b) have an interest in, invest be employed by, be engaged in or otherwise be connected participate in the ownership, management, operation or associated withcontrol of, or act in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee advisory or investorother capacity for, any Competing BusinessEntity which conducts its business within the Territory (as such terms are hereinafter defined); provided, however, that nothing notwithstanding the foregoing, Executive may make solely passive investments in any Competing Entity the common stock of which is "publicly held," and of which Executive shall not own or control, directly or indirectly, in the aggregate securities which constitute more than one (1%) percent of the voting rights or equity ownership of such Competing Entity; or (c) solicit or divert any business or any customer from the Company or assist any person, firm or corporation in doing so or attempting to do so; or (d) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Company or assist any person, firm or corporation in doing so or attempting to do so. For purposes of this Agreement Section 5.3, (i) the term "Competing Entity" shall prevent mean any entity which presently or during the Restricted Period engages in any business activity in which the Company is then engaged; and (ii) the term "Territory" shall mean any geographic area in which the Company conducts business during such Restricted Period. Notwithstanding the foregoing, in the event that Executive from elects (a "Competitive Election"), during the 24 months following the last day of the Term, to either (a) owning five percent (5%) or less of compete with the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporationCompany, or (b) performing services for have an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate interest in, invest be employed by, be engaged in or otherwise be connected participate in the ownership, management, operation or associated withcontrol of, or act in any manneradvisory or other capacity for, any Competing BusinessEntity which conducts its business within the Territory (the foregoing subsections (a) and (b), provided that collectively, the "Competitive Activities"), then, at least ten (10) business days prior to commencing any such Competitive Activities, Executive shall notdeliver to the Company a written notice (the "Competition Notice") advising the Company of (i) Executive's intent to commence Competitive Activities, directly or indirectlyand (ii) the commencement date for such Competitive Activities (the "Competition Effective Date"). No such Competitive Election will be deemed a breach of this Agreement; rather, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding in the foregoing, if event Executive makes a company has separate divisions or subsidiaries, some Competitive Election prior to the expiration of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesthe Restricted Period, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly forfeit any Severance Payment and Benefits Payments otherwise payable pursuant to Section 4.2 or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company4.3 above, and (y) the Company shall have no obligation to make any Severance Payment or Benefits Payments to Executive obtains under Section 4.2 or 4.3 for any periods beyond the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompetition Effective Date.

Non-Competition. During Employee’s employment with the NonCompany or any of its Affiliates and thereafter, as applicable, during (i) the Post-Competition PeriodEmployment Payment Period or, Executive shall if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period following the effectiveness of the Company’s termination of Employee for Cause or Employee’s termination of his employment hereunder, Employee will not, without the prior written consent of Vishay expressly authorized by the Board of Directorsin any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, ownfor his own account or for the benefit of any natural person, managecorporation, operatepartnership, jointrust, controlestate, participate joint venture, sole proprietorship, association, cooperative or other entity (any of the foregoing, a “Person”), establish, engage in, invest in finance, advise, work for, or otherwise be connected or associated with, except as an employee of the Company, any business in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any mannercountry, including State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultantmember, advisor, agent, proprietor, trustee or investor, consultant or otherwise) to or in respect of a business or entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in the business of investing capital for third parties, or any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) manager or less affiliate of any of the stock foregoing (any such entity, manager or other securities of a publicly held corporationaffiliate hereafter called an “Investment Firm”), so long as Executive Employee does not have personal, direct and material responsibilities for the day to day operations of any Competitive Business in fact have the power to control, which such Investment Firm has made or direct the management ofdirected an investment and (B) this Section 7(b) shall not apply, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent therefore Employee shall not be unreasonably withheldsubject to any covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or following the Term without Cause or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a time that the Company has no basis to terminate Employee with Cause.

Non-Competition. During The Company agrees to provide the Consultant with Confidential Information, which the Consultant has not had access to or knowledge of before the execution of this Agreement. The Consultant agrees that to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant in this Agreement: The Consultant agrees that during the Term and for a period of two (2) years following any termination or expiration of the Term (the “Non-Competition Compete Period”), Executive shall notneither the Consultant nor any Affiliate (as hereinafter defined) of the Consultant shall, without unless acting on behalf of the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany, directly or indirectly, ownas owner, managepartner, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholderjoint venturer, member, manager, partneremployee, consultant, stockholder, broker, agent, principal, consultanttrustee, advisordirector, agentlicensor or in any capacity whatsoever engage in, proprietorbecome financially interested in, trustee be employed by, render any consultation or investorbusiness advice with respect to, contribute knowledge to, or have any Competing Businessconnection with any business engaged in (a) activities in competition with the Company in any geographic area or market in which the Company or any of its Affiliates is operating, or (b) activities in any geographical area or market in which the Company or any of its Affiliates is actively pursuing or formulating a plan to pursue operations during the Consulting Term (collectively, a “Competitive Market”); provided, however, that nothing the Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) of any class of stock or securities of such corporation. The restrictive covenant contained in this Article X is a covenant independent of any other provision of this Agreement, and the existence of any claim which the Consultant may allege against the Company, whether based on this Agreement or otherwise, shall not prevent Executive from (a) owning five percent (5%) or less the enforcement of this covenant. For purposes of determining the termination of the stock Non-Compete Period, the length of time for which this covenant not to compete shall be in force shall not include any period of violation or any other securities period required for litigation during which the Company seeks to enforce this covenant. In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a publicly held corporationperiod of time or over too large a geographical area or by reason of its being too extensive in any other respect, so long it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as Executive does not to which it may be enforceable and/or to the maximum extent in fact have the power all other aspects as to controlwhich it may be enforceable, or direct the management ofall as determined by such court in such action. As used in this Agreement, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may“Affiliate” of any person means any person, directly or indirectly, owncontrolling, managecontrolled by or under common control with such person, operateand includes any person who is an officer, joindirector or employee of such person, controlany person who would be deemed to be an “affiliate” or an “associate” of such person, participate inas those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, invest in or otherwise be connected or associated withas amended, and, in any mannerthe case of the Consultant, any Competing Businessof his family members. As used in this definition, provided that Executive shall not“controlling” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, have any responsibility whatsoever forof power to direct or cause the direction of management or policies (whether through ownership of securities, provide any services whatsoever topartnership or other ownership interests, by contract or otherwise be connected or associated with such Competing Businessotherwise). Notwithstanding Following the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business expiration of the same companyNon-Compete Period, and (y) Executive obtains Consultant shall continue to be obligated under Article VII not to use or disclose Confidential Information of the prior written consent of Vishay expressly authorized by the Board of Directors, which consent Company so long as it shall not be unreasonably withheldpublicly available.

Non-Competition. During (a) For a period of three years after the Non-Competition Closing (the “Restricted Period”), Executive shall notnone of the Sellers, other than the Sellers 4, 7, 9 and 10 shall (i) engage, directly or indirectly, in any business in any country in which the Group Companies currently do business, that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by any of the Group Companies as of the Closing or, (ii) without the prior written consent of Vishay expressly authorized by the Board of DirectorsPurchaser, directly or indirectly, ownown an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractorpartner, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee consultant or investorotherwise, any Competing BusinessPerson that competes with the Purchaser, the Eracom Business or any of the Group Companies in manufacturing, producing or supplying products or services of the kind manufactured, produced or supplied by any of the Group Companies as of the Closing; (iii) provided, however, that, for the purposes of this Section 7.4, ownership by any Seller of securities having no more than five (5) 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 Section 7.4 as long as the Person owning such securities has no other connection or relationship with such competitor, which itself is competitive with the Group Companies. (b) As a separate and independent covenant, each Seller agrees with the Purchaser that, for a period of three years following the Closing, no Seller, other than the Sellers 7 and 10, will 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 any of the Group Companies as of the Closing, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of any of the Group Companies with whom any of the Group Companies or the Sellers had any dealings or take away or interfere or attempt to interfere with any business of any of the Group Companies, or induce or attempt to induce any of the officers, employ- ees, representatives or agents of any of the Group Companies to leave the employ of any of the Group Companies or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary; provided, however, that nothing the foregoing will not prohibit a general solicitation to the public of general advertising. (c) The Restricted Period shall be extended for each Seller by the length of any period during which any such Seller is in breach of the terms of this Section 7.4. (d) To the extent any provision in this Agreement Section 7.4 shall prevent Executive from be regarded as unenforceable, the Parties agree to replace such unenforceable provision by a provision that come as close as possible to such unenforceable provision. (ae) owning five percent (5%) or less For purposes of this Section 7.4 the term “Sellers” shall include all Affiliates of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldSellers.

Non-Competition. (a) Seller agrees as follows: (i) During the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Non-Competition Period”), the Seller will not, directly or indirectly, (whether by itself, through an Affiliate or in partnership or conjunction with, or as a partner, member, equityholder, officer, director, manager, principal, agent, trustee, consultant or any other relationship or capacity, any other Person), (A) own, operate, join, manage, control, undertake, participate in, engage in or act as a consultant or advisor to or otherwise assist any Person in operating, joining, managing, controlling, undertaking, participating in or engaging in, the origination, acquisition or servicing of property and/or casualty insurance premium financing loans, in each case in the United States (the “Restricted Business”), or (B) have an interest in any Person engaged, directly or indirectly, in the Restricted Business, directly or indirectly, in any capacity, including, without limitation, as a partner, member, equityholder, officer, director, manager, principal, agent, trustee or consultant or any other relationship or capacity, except as permitted herein; provided, however, that Seller shall not be prohibited from owning up to five percent (5%) of the outstanding stock of a corporation that is publicly traded on a national securities exchange or in the over-the- counter market so long as Seller (i) has no active participation in connection with the business of such corporation and (ii) is not a controlling person of, or a member of a group that controls such corporation. (ii) During the Non-Competition Period, Executive shall not, without the prior written consent neither Seller nor any of Vishay expressly authorized by the Board of Directorsits controlled Affiliates shall, directly or indirectly, ownsolicit or induce or attempt to solicit or induce any Employee to leave the employ of or sever such Employee’s engagement with Buyer, manageor hire or engage or attempt to hire or engage any Employee, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, provided that nothing herein shall restrict or preclude Seller from making generalized employment solicitations by use of non-directed advertisements in this Agreement shall prevent Executive from the media (a) owning five percent (5%including trade media) or less of the stock or other securities of a publicly held corporationotherwise, so long as Executive does such non-directed advertisements are not in fact have targeted at the power to control, or direct the management of, and is not otherwise associated with, such corporation, or Employees. (b) performing services The covenants and undertakings contained in this Section 6.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.6 may cause irreparable injury to Buyer, the amount of which may be difficult to estimate or determine and which may not be adequately compensated. Accordingly, the remedy at law for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise any breach of this Section 6.6 may be connected or associated withinadequate. Therefore, in addition to any mannerand all other rights and remedies that may be available to it in respect of such breach, Buyer will be entitled to seek a temporary restraining order, injunction or other equitable relief from any Competing Business, provided that Executive shall not, directly or indirectly, have court of competent jurisdiction in the event of any responsibility whatsoever for, provide breach of this Section 6.6 (without any services whatsoever to, or otherwise be connected or associated with such Competing Businessrequirement to post bond). Notwithstanding the foregoingThe parties agree that, if any court of competent jurisdiction determines that a company has separate divisions specified time period, a specified geographical area, a specified business limitation or subsidiariesany other relevant feature of this Section 6.6 is unreasonable, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesarbitrary, overbroad or against public policy, then the restrictions imposed hereunder with respect a court of competent jurisdiction shall reform, modify or blue-pencil such covenant to Competing Businesses shall apply only a lesser period of time, geographical area, business limitation or other relevant feature and enforce such restriction to the divisions maximum extent permitted by applicable law. The invalidity or subsidiaries unenforceability of any such company that conduct covenant or provision as written shall not invalidate or render unenforceable the Competing Businesses, provided that (x) Executive shall not, directly remaining covenants or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyprovisions hereof, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.any such invalidity or

Non-Competition. During (a) From the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by date hereof while serving on the Board and for a one-year period following the date Director ceases to serve on the Board (the “Restricted Period”), irrespective of Directorsthe cause, directly manner or indirectlytime of any termination, ownDirector shall not use his status or former status with any Company Entity or any of its Affiliates (and in the case of former status, managefor the direct or indirect benefit of any Competitor) to obtain loans, operate, join, control, participate in, invest goods or services from another organization on terms that would not be available to him in the absence of his relationship or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessprior relationship to the Company; provided, however, than nothing herein shall prohibit Director from serving on the board of directors (or similar governing body) of other entities that nothing in this Agreement shall prevent Executive from are not a Competitor (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or defined herein). (b) performing services During the Restricted Period, Director shall not make any statements or perform any acts intended to or in any way injuring the interests of the Company and the Company shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Director; provided however, that, subject to Section 4.2, nothing herein shall preclude the Company or Director from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company from disclosing the fact of any termination of Director’s service on the Board or the circumstances for an investment banksuch a termination and nothing herein shall prohibit Director from making truthful statements about the industries in which the Company does business, investment advisor including without limitation at industry forums or investment fund conferences. For purposes of this Section 4.1, the term “Competitor” means any enterprise or business that mayis engaged in, at any time during the Restricted Period, any activity that competes with the Restricted Business in a manner that is or would be material in relation to the Restricted Business. During the Restricted Period, Director, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly, own, indirectly (whether for compensation or otherwise) manage, operate, join, or control, or join or participate inin the management, invest in operation or otherwise be connected or associated withcontrol of a Competitor, in any mannerwhether as an employee, any Competing Businessofficer, provided that Executive shall notdirector, directly or indirectlypartner, have any responsibility whatsoever forconsultant, provide any services whatsoever toagent, advisor, or otherwise be connected or associated with such Competing Business(B) develop, expand or assist in the development or expansion of, any division of an enterprise or the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Notwithstanding Director acknowledges that the foregoingRestricted Business is conducted nationally, if a company has separate divisions internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Director performed duties for the Company or subsidiariesacted on behalf of the Company during Director’s service on the Board, some of the United States and any other country in the world in which conduct a Competing the Company operated or operates the Restricted Business and some of which conduct other businesses which are not Competing Businesses, then during the restrictions imposed hereunder with respect to Competing Businesses shall apply only Restricted Period (subject to the divisions definition of “Competitor”). For purposes of this Agreement, the “Restricted Business” includes the global distribution systems (GDS) businesses of the Company (including the Airline IT Solutions (AITS) business and the business-to-business (B2B) travel payments business, but excluding any Online Travel Agency (OTA) business) conducted during or subsidiaries at the termination of such company that conduct Director’s service on the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toBoard, or otherwise planned or proposed to be connected or associated with conducted at any Competing Business of time during the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldRestricted Period.

Non-Competition. During (i) Executive recognizes the Non-Competition highly competitive nature of the Company’s business and that the Executive’s position with the Company and access to and use of the Company’s confidential records and proprietary information renders the Executive special and unique. Executive hereby agrees that for a period of two (2) years from the Termination Date (the “Restricted Period”), Executive he shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing BusinessBusiness with operations in the United States; provided, however, that nothing in this Agreement shall prevent Executive from (ai) owning five ownership of two percent (52%) or less of the stock or other securities of a publicly held corporationtraded corporation and (ii) passive ownership of less than a five percent (5%) interest as a limited partner of a venture capital fund, so long private equity fund or similar investment vehicle or ownership of shares in a mutual fund shall not constitute a breach of this Section 5(c), in each case under this clause (ii), with respect to which the Executive has no role in the review, selection or management of any investments. For purposes hereof, the phrase, “Competing Business,” shall mean any business or venture that, at any time during the Restricted Period, provides any product and/or service that is competitive with any of the products and/or services provided by the Company or any subsidiary or other affiliate as of the Termination Date or which the Company at such time planned, as supported by reasonable documentation, to commence providing in the following twelve (12) months. (ii) Notwithstanding the foregoing, if the Executive seeks employment with any subsidiary, division, affiliate or unit of a Competing Business (a “Related Unit”) and if that Related Unit does not compete with the Company or any subsidiary or other affiliate (a “Noncompeting Related Unit”), the Executive may request a waiver of this Section 5(c) with respect to employment with such Noncompeting Related Unit. The Company shall not unreasonably withhold its agreement to such a waiver; provided that in fact have no event may the power to controlExecutive, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest engage in or otherwise be connected assist in the activities of any Related Unit that competes with the Company or associated with, any subsidiary or other affiliate at any time during the Restricted Period. (iii) Executive acknowledges that the business of the Company is worldwide in any manner, any Competing Business, provided scope and therefore understands and agrees that there is no geographic limitation on the scope of this Section 5(c). Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businessfurther agrees that the nature of the Company’s confidential information and the goodwill relationship that were developed for the Company during the Executive’s employment support the continuation of the restrictions pursuant to this Section for two (2) years. Notwithstanding the foregoing, if a company has separate divisions court determines that the geographic scope of this Section or subsidiariesthe length of the Restricted Period is excessive, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only parties agree that this Section should be enforced to the divisions maximum extent that the court determines to be permissible. (iv) The parties agree that, throughout his employment with the Company, the Executive has been obligated to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value, and, in the event of a breach or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business threatened breach of the same companycovenants of the Executive in this Section 5, the injury or imminent injury to the value and (y) the goodwill of the Company’s business could not be reasonably or adequately compensated in damages in an action at law. Accordingly, the Executive obtains acknowledges that, in addition to any other remedies that may be awarded, the prior written consent Company shall be entitled to specific performance, injunctive relief or any other equitable remedy against the Executive, without the posting of Vishay expressly authorized a bond, in the event of any breach or threatened breach of any provision of this Agreement by the Board Executive. In addition, in the event the Executive breaches or threatens to breach this Section 5 of Directorsthis Agreement, which consent shall not be unreasonably withheldsuch breach or threatened breach will entitle the Company, without posting of a bond, to an injunction prohibiting the Executive from violating the terms of this Section 5.

Non-Competition. During (a) Commencing on the Non-Competition PeriodClosing Date and ending five years thereafter, Executive shall notneither Seller nor any of its Affiliates shall, without anywhere within the prior written consent of Vishay expressly authorized by the Board of DirectorsRestricted Territory, directly or indirectly, (i) own, manage, operate, joinengage in (directly or indirectly), or control, participate inwhether for its own account or for that of any other Person, invest in and whether as a shareholder, partner or otherwise be connected investor controlling any such entity or associated withas principal, agent, representative, proprietor, or partner, or in any mannerother capacity, including a Restricted Business, (ii) assist any other party to compete with Purchaser in the Restricted Business or any portion thereof, (iii) solicit or accept orders or business of any kind relating to the Restricted Business or any portion thereof. As used in this Section 5.06, the term “engage” shall mean to engage directly or indirectly in any such Restricted Business (whether as an officera shareholder, directormember, partner, joint venturer, financing source, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee advisor or investor, consultant or in any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management ofcapacity whatsoever), and is not otherwise associated with, such corporation, references to “engaging” or “engaged” shall be construed accordingly. (b) performing services for an investment bankFor the purpose of this Section 5.06, investment advisor or investment fund that may“Purchaser” shall include its subsidiaries, directly or indirectlydivisions and Affiliates as they may exist from time to time (including, ownafter Closing, managethe Companies), operate, join, control, participate in, invest in or otherwise be connected or associated with, in and any manner, any Competing Person deriving title to the goodwill of the Business, provided that Executive shall not, directly the Companies or indirectly, have any responsibility whatsoever for, provide any services whatsoever totheir respective assets, or otherwise be connected or associated with such Competing Business. the Purchased Assets from Purchaser. (c) Notwithstanding the foregoing, if Seller and its Affiliates shall be permitted to (i) hold less than 5% of the stock of any publicly traded corporation that engages in a company has separate divisions Restricted Business, (ii) provide services to Purchaser and its Affiliates that constitute “Transition Services,” pursuant to and as such term is defined in the Transition Services Agreement, and (iii) acquire a Person or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then Persons with net sales in the restrictions imposed hereunder with respect to Competing Businesses shall apply only aggregate attributable to the divisions or subsidiaries Restricted Business not exceeding 10% of such company that conduct the Competing BusinessesPersons’ external sales, provided that (xA) Executive shall not, directly or indirectly, have such net external sales attributable to the Restricted Business do not at any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of time subsequent to the same companyacquisition by Seller and its Affiliates exceed US$25,000,000 annually, and (yB) Executive obtains such Restricted Business is sold by Seller and its Affiliates, as applicable, on commercially reasonable terms within a reasonable time period of such acquisition. (d) If at any time the prior written consent provisions of Vishay expressly authorized this Section 5.06 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 5.06 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 Board of Directors, which consent court or other body having jurisdiction over the matter; and this Section 5.06 as so amended shall be valid and binding as though any invalid or unenforceable provision had not be unreasonably withheldbeen included herein.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows: (i) During her employment with the Non-Competition Company and, for a period of one year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive shall will not, without the prior written consent whether on Executive’s own behalf or on behalf of Vishay expressly authorized by the Board of Directorsor in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly, ownsolicit or assist in soliciting any business related to a Competitive Business from any client or prospective client of the Company: (A) with whom Executive had material personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had material personal contact or dealings on behalf of the Company during the one-year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period and within the Continents of North America, manageSouth America, operateAfrica, joinEurope, controlAsia, participate and Australia (the “Restricted Territory”), which is the territory in which the Company does business and the Executive provides services to the Company, Executive will not directly or indirectly: (A) engage in a Competitive Business; (B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall not be prohibited from rendering any services to any entity that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Permitted Company that does not relate to a Competitive Business; (C) acquire a financial interest in, invest in or otherwise be connected or associated become actively involved with, in any mannerCompetitive Business, including directly or indirectly, as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessconsultant; provided, however, that nothing in this Agreement shall prevent Executive from restriction will not apply to a Permitted Company, or (aD) owning five percent interfere with, or attempt to interfere with, business relationships (5%whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or less investors of the stock Company. (iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services in the agricultural products industry and any other securities business in which the Company or any of a publicly held corporation, so long as its subsidiaries engaged while the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized was employed by the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During Executive's employment and in the Non-Competition Periodevent of termination of Executive's employment by either ITG or Executive, for any reason, Executive shall notnot (except as an officer, without director, employee, agent or consultant of the prior written consent of Vishay expressly authorized by Company) during the Board of Directorstwo (2) year period following the Termination Date, directly or indirectly, (A) own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with any business or enterprise that is actively engaged in any business in competition with ITG in the Restricted Industry within the Restricted Territory; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any class of securities of any corporation which is engaged in any business in the Restricted Industry, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing; (B) other than as provided in Section 9.4(E), own, manage, operate, join, control, participate or have a financial interest in, invest control or participate in the ownership, management, operation or otherwise control of, or be connected employed as an employee, agent or associated consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any mannermanner with any Prohibited Employer; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any class of securities of any corporation which is a Prohibited Employer, including as an officerhaving a class of securities registered pursuant to the Securities Exchange Act of 1934, directorwhich securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, howeverfurther, that nothing such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporationany way, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, either directly or indirectly, ownmanages or exercises control of any such corporation, manageguarantees any of its financial obligations, operateotherwise takes part in its business other than exercising his rights as a shareholder, joinor seeks to do any of the foregoing; or (C) solicit or call upon, controldivert or take away any Restricted Customers for purposes of conducting a competing business in the Restricted Industry. Notwithstanding anything in this Agreement to the contrary, participate inat any time during the two-year period following the Termination Date, invest Executive may accept an offer of employment from a Tier 1 Customer if (i) ITG waives the Executive's obligations under this Section or (ii) Executive and the Tier 1 Customer from whom Executive has an offer of employment agree in or otherwise be connected or associated with, in any manner, any Competing Business, provided writing that Executive shall not, directly or indirectly, will not have any responsibility whatsoever forduties, provide any services whatsoever to, authority or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder responsibilities with respect to Competing Businesses shall apply only to the divisions or subsidiaries any denim-related business of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldTier 1 Customer.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of twelve (12) months after the end of the Executive’s employment by the Company, investment advisor the Executive shall not (1) own, either directly or investment fund that mayindirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest in or otherwise be connected or associated with, employed in any mannercapacity by, or serve as director, consultant, agent or representative for, any Competing Businesspartnership, provided corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 17(b) to the extent that such employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (c) Executive shall further agrees, for twelve (12) months following the end of the Executive’s employment by the Company, to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company, that he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 17 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 17 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) During the Non-Competition Employment Term and, for a period of two years following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company the business of any client or prospective client for the purpose of selling or providing a Competitive Product or Service. (ii) During the Restricted Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, will not directly or indirectly: (A) engage in any business that competes with the business of the Company or its affiliates in selling or providing a Competitive Product or Service (including, ownwithout limitation, managebusinesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures, operateproduces, joinsells, controlleases, participate inrents, invest in licenses or otherwise be connected provides its products or associated withservices (a “Competitive Business”); (B) enter the employ of, in or render any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorservices to, any Competing Person who or which (or any division or controlled or controlling affiliate of such Person) engages in a Competitive Business; provided, however, that nothing Executive shall be permitted to become an employee of, or render services to, a Person that engages in this Agreement shall prevent Executive from a Competitive Business (aor that is a controlled or controlling affiliate of any Person that engages in a Competitive Business) owning five percent (5%) if Executive’s employment or less provision of the stock or other securities services is limited to a line of business of such Person that does not constitute a publicly held corporationCompetitive Business, so long as Executive does not in fact have sell or provide a Competitive Product or Service, and Executive does not otherwise indirectly violate the power to controlrestrictive covenants set forth herein; (C) acquire a financial interest in, or direct the management of, and is not otherwise associated become actively involved with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that mayany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers partners, members or investors of the Company or its affiliates with respect to a Competitive Product or Service. (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, managesolely as an investment, operatesecurities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (B) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some class of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries securities of such company Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (B) hire any such employee who is at the time employed by the Company or its affiliates; provided, however, that conduct nothing herein shall prevent Executive, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, from hiring any such employee if such employee initially contacted Executive and initially solicited an offer of employment from Executive. (v) During the Competing BusinessesRestricted Period, provided that (x) Executive shall will not, directly or indirectly, have solicit or encourage to cease to work with the Company or its affiliates any responsibility whatsoever forconsultant then under contract with the Company or its affiliates. (vi) For purposes of this Agreement, provide the term “Competitive Product or Service” means the products that use or incorporate Extracorporeal Shock Wave Technology for orthopedic or urology procedures, and any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldrelated to such products.

Non-Competition. During By and in consideration of the Non-Competition 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 Executive’s exposure to the Confidential Information of the Company, the Executive agrees that the Executive shall not, without during the prior written consent Executive’s employment with the Company and for the period following the Date of Vishay expressly authorized by Termination through the Board end of Directorsthe Term (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent ownership by the Executive from (a) owning of five percent (5%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof. For purposes of this Section 6(b), and “Restricted Enterprise” shall mean any Person that is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that mayengaged, directly or indirectly, own, manage, operate, join, control, participate in (or proposes to engage in, invest or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or otherwise be connected or associated withis preparing to become engaged in, in any mannerat the time of the Executive’s termination; provided however, any Competing Business, provided that Executive shall not, directly and the Company agree that the Persons set out on Exhibit B or indirectly, have for any responsibility whatsoever for, provide any services whatsoever to, direct or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries indirect affiliate of such company Person will be considered Restricted Enterprises; provided further, however, such list shall not preclude the Company from claiming that conduct a Person not on such list is a Restricted Enterprise. During the Competing Businessesperiod following the Date of Termination through the end of the Term, provided that (x) upon the request of the Company, the Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business notify the Company of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldExecutive’s then-current employment status.

Non-Competition. During By and in consideration of the Non-Competition PeriodCompany's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (including, without limitation, the Trade Secrets), the Executive shall agrees that the Executive will not, without from the prior written consent Effective Date and until a period of Vishay expressly authorized by one (1) year after the Board Termination Date, engage in any "Competitive Activity" as defined below. For purposes of Directorsthis Agreement, the term "Competitive Activity" shall mean engaging in any of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectlyindirectly through one or more intermediaries, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that either (x) Executive shall not, directly controlling any Competitor or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interest outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive obtains owns an equity interest, a portion of the prior written consent interests in such competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of Vishay expressly authorized the equity interest in such entity owned by the Board Executive to the interests in such Competitor owned by such entity); (C) employment by (including serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the ownership, management, operation or control of Directorsor being connected in any manner with any Competitor. For purposes of this Agreement, which consent the term "Competitor" shall not be unreasonably withheldmean any person (other than the Company or any affiliate thereof) whose primary business activity is the sale of telecommunications debit cards in the United States for the provision of long distance telephone services.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, investment advisor or investment fund that mayby the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest be employed in any capacity by, or otherwise be connected serve as director, consultant, agent or associated withrepresentative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any mannersuch solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any Competing Businessof its Subsidiaries. (d) Executive further agrees, provided while employed by the Company and for six (6) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that Executive shall he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide any services whatsoever topartner of the Company or any of its Subsidiaries which was publicly disclosed during the Executive’s employment with the Company, in whole or otherwise in part, in connection with activities that would be connected or associated directly competitive with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only and/or adverse to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 17 by the Executive, and (y) the Executive obtains therefore agrees that the prior written consent Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of Vishay expressly authorized this Section 17 by the Board of Directorsinjunction or specific performance, which consent shall not be unreasonably withheldand may obtain any other appropriate remedy available in equity.

Non-Competition. During (a) Until such date as there is no Stockholder Designee then serving on the Non-Competition PeriodBoard pursuant to this Agreement, Executive the Stockholders and the Management Company shall not, without the prior written consent of Vishay expressly authorized by the Board of Directorsand shall cause their respective controlled Affiliates not to, directly or indirectly, ownacquire, manage, operate, join, control, participate in, hold or otherwise invest in or otherwise Beneficially Own any of the companies set forth on Schedule 4.4 (each such company and its successors and assigns (by reason of merger, consolidation, spin-off or split-off, or sale of all or substantially all of the assets or similar transaction or series of related transactions), a “Competitor”). Notwithstanding anything to the contrary in this Section 4.4(a), it shall not be connected or associated witha violation of this Section 4.4(a), and the Stockholders and the Management Company and their respective controlled Affiliates shall not be prohibited in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that maymanner from, directly or indirectly, ownacquiring, manage, operate, join, control, participate in, invest holding or otherwise investing in or otherwise be connected Beneficially Owning (or associated with, in causing any manner, any Competing Business, provided that Executive shall notof their respective controlled Affiliates to, directly or indirectly, have acquire, hold or otherwise invest in or Beneficially Own) (i) any responsibility whatsoever forsecurities or assets of any Person through any employee benefit plan or pension plan, provide (ii) securities of any services whatsoever toCompetitor having less than 5% of the outstanding voting power of such Person, so long as neither the Management Company, the Stockholders nor any of their respective controlled Affiliates control such Competitor, or otherwise (iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the business conducted by the Company and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be connected deemed to apply separately, not collectively, to each city, county, state and country of any geographic area in which the Company or associated with any Company Subsidiary conducts its business as of the date hereof and shall be severable as to each such Competing Businesscity, county, state and country of any such geographic area. Notwithstanding It is the foregoingdesire and intent of the parties hereto that the provisions of this Section 4.4(a) shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, if such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a company has separate divisions or subsidiariescourt, some of which conduct a Competing Business but shall be deemed amended to the extent required to render them valid and some of which conduct other businesses which are not Competing Businessesenforceable, then the restrictions imposed hereunder such amendment to apply only with respect to Competing Businesses shall apply only the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or in part, of the Stockholders and the Management Company (and each of their respective controlled Affiliates) no longer being subject to the divisions or subsidiaries restrictions set forth in this Section 4.4, the right of such company that conduct the Competing Businesses, provided that (x) Executive ACP to designate Stockholder Designees pursuant to Section 3.1 shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldterminated permanently.

Non-Competition. During From and after the Non-Competition PeriodCommencement Date, the Executive shall will not, without except pursuant to the prior written consent of Vishay expressly authorized by the Board of Directorsterms hereof, directly or indirectly, own, manage, operate, join, controlfinance, control or participate inin the ownership, invest management, operation or control of, or be employed or engaged by or be otherwise connected in or otherwise be connected or associated any manner with, in any mannerbusiness under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), including the Executive will not (except as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee agent or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less consultant of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (bCompany) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate or have a financial interest in, invest control or participate in the ownership, management, operation or otherwise control of, or be connected employed as an employee, agent or associated consultant, or in any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any mannermanner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any Competing Businessproducts, provided that or the provision of any services, which the Company or its direct subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or its direct subsidiaries at any time during the period of the Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains obtained the prior written consent of Vishay expressly authorized by the Board of Directors, which consent provided that the foregoing restriction shall not be unreasonably withheldconstrued to prohibit the ownership by the Executive of not more than one percent (1%) of any class of securities of or of the aggregate principal outstanding indebtedness of any corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. During (a) For a period commencing upon the Non-Competition Perioddate hereof and expiring June 30, Executive 2007, the Shareholder shall not, without the prior written consent of Vishay expressly authorized by the Board Audit Committee of Directorsthe Company as then constituted, directly or indirectly, ownacquire an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalshareholder, consultant, advisor, agent, proprietor, trustee consultant or investorotherwise, any Competing Business; providedPerson anywhere in the world that engages in the business of manufacturing, howeverproducing or supplying iron ore, that nothing coke, iron, steel or iron or steel products (a “Competitor”). (b) Notwithstanding the foregoing, (i) the Shareholder shall not be prohibited from lending money to any one borrower up to a maximum amount equal to the lesser of US$20 million and 10 percent of such borrower’s consolidated net worth, (ii) the Shareholder shall not be prohibited from participating in this Agreement shall prevent Executive from trade and industry associations, (aiii) owning ownership of securities having no more than (A) five percent (5%) or less of the stock outstanding voting power of any Competitor that is listed on a national securities exchange anywhere in the U.S., Canada or Europe or (B) ten percent of the outstanding voting power of any Competitor that is listed on a national securities exchange anywhere else in the world, shall not be deemed to be in violation of this Section 1 as long as the Shareholder does not have any other securities connection or relationship with such Competitor, (iv) the Company shall not be deemed to be a Competitor and (v) Pt. Ispat Indo, a company organized under the laws of Indonesia (“Indo”), shall not be deemed to be a publicly held corporation, Competitor so long as Executive Indo does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (bA) performing services for own an investment bank, investment advisor or investment fund that may, directly or indirectly, owninterest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, invest in or otherwise be become connected or associated with, as a partner, shareholder, consultant or otherwise, any Competitor carrying on business outside Indonesia (provided that Indo may own an equity interest in any mannerjoint venture so long as Indo’s direct and indirect equity or partnership interest therein does not exceed 20 percent and is not the largest equity or partnership interest therein) or (B) own, manage or operate any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business material assets located outside Indonesia and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only relating to the divisions business of manufacturing, producing or subsidiaries of such company supplying iron ore, coke, iron, steel or iron or steel products. (c) The Shareholder acknowledges that conduct the Competing Businesses, provided this Section 1 constitutes an independent covenant that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldaffected by performance or nonperformance of any provision of the Acquisition Agreement by the Company. The Shareholder has independently consulted with his counsel and after such consultation agrees that the covenants set forth in this Section 1 are reasonable and proper.

Non-Competition. During The Employee acknowledges that the Non-Competition PeriodEmployee performs services of a unique nature for the Company that are irreplaceable, Executive shall and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of eighteen (18) months thereafter, the Employee agrees that the Employee will not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate inbe employed by (whether as an employee, invest consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or otherwise any of its affiliates or in any other material business in which the Company or any of its affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be connected engaged in on or associated withafter such date, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, locale of any Competing Business; provided, however, that nothing country in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of which the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessCompany conducts business. Notwithstanding the foregoing, if nothing herein shall prohibit the Employee from being a company passive owner of not more than one percent of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then no active participation in the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such company that conduct corporation. In addition, the Competing Businesses, provided that (xprovisions of this Section 10(c) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldviolated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit do not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Non-Competition. During the Non-Competition PeriodEmployment Term and, except as provided in the last sentence of this Section 8.3, for a period of one (1) year after the Date of Termination, the Executive shall not, without unless he receives the prior written consent of Vishay expressly authorized by the Board of DirectorsCompany, directly or indirectly, ownown an interest in, manage, operate, join, control, lend money or render financial or other assistance to, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractorpartner, stockholder, memberconsultant or otherwise, manageror engage in any activity or capacity (collectively, partnerthe “Competitive Activities”) with respect to any individual, principalpartnership, consultantlimited liability company, advisorfirm, agentcorporation or other business organization or entity (each, proprietora “Person”), trustee that (a) is engaged directly or investorindirectly in the ownership or operation of proprietary post-secondary schools (whether or not degree-granting) or (b) is in competition with any of the business activities of the Company or its direct or indirect subsidiaries either (i) anywhere in the United States or (ii) in any other country in which the Company or its direct or indirect subsidiaries conduct, any Competing Businessor actively intend to conduct, business as of the Date of Termination; provided, however, that nothing (1) subsection (b) of this Section 8.3 shall not apply with respect to any line-of-business in which the Company or its direct or indirect subsidiaries was not engaged on or before the Expiration Date or the Date of Termination, as the case may be, and (2) this Agreement Section 8.3 shall prevent not prohibit the Executive from (ai) owning five lecturing or teaching, whether paid or unpaid, and whether for a competitor of the Company or otherwise; (ii) writing or publishing academic materials for a Person that is not a competitor of the Company, or (iii) owning, or otherwise having an interest in, less than one percent (51%) of any publicly-owned entity or three percent (3%) or less of the stock any private equity fund or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or similar investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest invests in or otherwise be connected or associated with, in any manner, any Competing Businesseducation companies, provided that the Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder no active role with respect to Competing Businesses shall apply only any investment by such fund in any Person referred to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) in this Section 8.3. The Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldsubject to the covenants contained in this Section 8.3 and such covenants shall not be enforceable against the Executive from and after the date that the Executive’s employment is terminated (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) in anticipation of or within two (2) years after a Change in Control.

Non-Competition. During In consideration of the Non-Competition compensation to be paid to you, and in recognition of the extensive Confidential Information (defined above) including trade secrets to which you will have access while employed by the Employer, you agree that during your employment with Employer and for the period of time set forth on Schedule A after termination of your employment for any reason (the “Restricted Period, Executive ”) you shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, either for you or for any other Person, partnership, corporation, or other entity own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated consult with, or render services for any business or enterprise that competes with any business or division of any member of the Company Group for which you provided services during the 12 months prior to the termination of your employment. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any mannerenterprise, including whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, subcontractorconsultant, stockholderfranchisor, member, manager, partner, principal, consultantfranchisee, advisor, agentcreditor, proprietor, trustee owner or investor, any Competing Businessotherwise; provided, however, provided that nothing in this Agreement the term “participate” shall prevent Executive from (a) owning five percent (not include ownership of less than 5%) or less % of the stock or other securities of a publicly held corporationcorporation whose stock is traded on a national securities exchange or in the over the counter market. For the purposes of this Section 2, so long as Executive does not a Person that “competes with” the Company means any person that is engaged in fact (x) the business of developing and marketing aesthetic device capital equipment and (y) any other material line of business in which any member of the Company Group is engaged in respect of which you have received Confidential Information (including any material line of business which any member of the power Company Group has specific plans to control, or direct the management ofconduct, and is not otherwise associated withdoes conduct, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest within 12 months of the time in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, question and of which you have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businessknowledge). Notwithstanding the foregoing, if the restriction in this Section 2 shall not apply to your employment with an entity that competes with the Company provided that you engage in activities for such company with regard to a company has separate divisions or subsidiaries, some portion of which conduct a Competing Business its business that does not compete with the Company and some of which conduct other businesses which as long as you are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, engaged directly or indirectly, have indirectly in such activities for any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated business which is competing with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldCompany.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Non-Competition Company, he will not during the Employment Period: participate in, Executive shall notbe employed in any capacity by, without the prior written consent of Vishay expressly authorized by the Board of Directorsserve as director, consultant, agent or representative for, or have an interest, directly or indirectly, own, manage, operate, join, control, participate indirectly in, invest any enterprise which is engaged in the business of developing, licensing, or otherwise be connected selling technology, products or associated withservices which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessquestion; provided, however, that nothing interests in this Agreement shall prevent Executive from (a) owning publicly-traded entities that constitute less than a five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not interest in fact have the power to control, or direct the management ofsuch entities, and is do not otherwise associated withconstitute control either directly or indirectly of such entities, such corporationwhich interests were acquired or are held for investment purposes, or shall not be deemed to be a violation of this paragraph. (b) performing services In addition, the Executive agrees that, for an investment banka period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, investment advisor or investment fund that mayby the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest be employed in any capacity by, or otherwise be connected serve as director, consultant, agent or associated withrepresentative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any mannersuch solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any Competing Businessof its Subsidiaries. (d) Executive further agrees, provided while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that Executive shall he will not, directly or indirectly, have as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any responsibility whatsoever person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, provide (i) any services whatsoever toclient of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or otherwise be connected prospective clients of the Company or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions any of its Subsidiaries who were solicited or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall notserviced, directly or indirectly, have any responsibility whatsoever forby the Executive, provide any services whatsoever toin whole or in part, or otherwise (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be connected or associated directly competitive with any Competing and/or adverse to the Business of the same companyCompany or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity. (yf) The time periods (if applicable) of the covenants contained in this Section 18 shall be extended by any and all periods during which Executive obtains the prior written consent is in breach of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheldsuch covenants.