Common use of Non-Competition Clause in Contracts

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing (a) In view of the Boardunique and valuable services expected to be rendered by Executive to the Fairway Group, upon Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive's Date of Termination for any reason’s ownership interest in the Company, Executive will not, for a agrees that during the period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly his employment by the Company and the greater of (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other state into which the Board of its subsidiariesDirectors has, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee the knowledge of the Company or any Executive, discussed the possibility of its subsidiaries to terminate employmentexpanding the Fairway Group’s operations. The provisions record or beneficial ownership by Executive of subparagraphs up to one percent (i), (ii), and (iii1%) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities shares of any company having corporation whose shares are publicly traded on a national securities listed on an exchange or regularly traded in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of itselfthe Fairway Group or solicit, be deemed inconsistent with clause interfere with, entice from or hire from any member of the Fairway Group any employee (ior former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this paragraph Section 9. If Executive does not comply with his obligations under this Section 9 (aother than in the circumstances described in the preceding sentence), neither shall service (whether as an employeethen notwithstanding anything herein to the contrary, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value shall not be obligated to be assigned to the obligations pay Executive any remaining portion of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveSeverance Payments.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, The Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly acknowledges that (i) engage he performs services of a unique nature for the Company that are irreplaceable, and that his performance of such services to a competing business will result in irreparable harm to the Company, (either as ownerii) he has had and will continue to have access to Confidential Information, investorwhich, partnerif disclosed, stockholder, employer, employee, consultant, advisor or director (other than as below)) would unfairly and inappropriately assist in any business in the continental United States which is a material business conducted by competition against the Company or any of its subsidiaries on Affiliates, (iii) in the date course of the consummation of his employment by a Change of Control in which competitor, he has been directly engagedwould inevitably use or disclose such Confidential Information, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by (iv) the Company or any of and its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any Affiliates have substantial relationships with their customers of the Company or any of its subsidiaries with whom and Executive has had contacts or relationshipsand will continue to have access to these customers, (v) he has received and will receive specialized training from the Company and its Affiliates, and (vi) he has generated and will continue to generate goodwill for the Company and its Affiliates in the course of his employment. Accordingly, until Executive’s Termination Date and for a period of twelve (12) months thereafter, Executive agrees that he will not, directly or indirectly, during own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and within the scope of his employment whether or not for compensation) or render services to any Person engaged in competition with the Company or any of its subsidiaries, to curtail Subsidiaries or cancel their Affiliates or in any other business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of in which the Company or any of its subsidiaries Subsidiaries or Affiliates is engaged on Executive’s Termination Date or in which any of such Persons have planned, on or prior to terminate employmentsuch date, to be engaged in on or after such date, in any locale of any country in which the Company or any of its Subsidiaries conducts business. The provisions of subparagraphs (i)Notwithstanding the foregoing, (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership nothing herein shall prohibit Executive from being a passive owner of not more than one two percent (2%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any company having securities listed on an exchange of its Subsidiaries or regularly traded Affiliates, so long as Executive has no active participation in the over-the-counter market shall not, business of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesuch corporation.

Non-Competition. Without the consent in writing In consideration of the Boardbenefits of this Agreement to Seller and in order to induce Buyer to enter into this Agreement, upon the Executive's Date of Termination for any reason, Executive will not, Seller hereby covenants and agrees that for a period of six five (65) consecutive calendar months thereafteryears following the Closing Date neither it nor any of its Subsidiaries or Related Persons shall, acting alone or in conjunction with otherswithout the prior written consent of Buyer, directly or indirectly (i) engage (either as ownercause or encourage any officer, investor, partner, stockholder, employerdirector, employee, consultant, advisor or director Producer of any Company or any Company Subsidiary to terminate or sever his or her employment or other relationship with such Company or Company Subsidiary for the purpose of competing with any Company or any Company Subsidiary, or for the purpose of damaging any Company or any Company Subsidiary in any way, (ii) cause or encourage any customer of Liberty Services to terminate, modify or fail to renew any third party administration agreement or other Contract or other relationship with Liberty Services, (iii) other than as belowpermitted by clause (iv), act in concert with any Person, for purposes of competing, directly or indirectly, or aiding another to compete, directly or indirectly, with the Business or of damaging any Company or any Company Subsidiary in any way other than according to the ordinary and usual course of Seller's broadcasting business conducted in a manner consistent with its past practice, or (iv) engage in, or have a greater than five (5) percent of the equity interest in any company engaged in any business in the continental United States Restricted Area (as defined in Section 5.13(b) hereof), which competes with the Business; provided that the restrictions of clause (iv) shall not apply to any company which derives less than ten (10) percent of its aggregate revenues from engaging in business in the Restricted Area which competes with the Business; and provided further that any Person that is not currently a material business conducted by the Company Related Person of Seller that acquires an interest in Seller or any of its subsidiaries on Subsidiaries subsequent to the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, Closing Date shall not be subject to curtail or cancel their business with such companies or any of them; or clauses (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (iiv) of this paragraph Section 5.13(a) (ait being understood that such restrictions shall continue to apply to Seller and its Subsidiaries). Seller specifically agrees that this covenant is an integral part of the inducement of Buyer to purchase the Shares and that Buyer (or its successors or assigns) shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by Seller of any provision of this Section 5.13 and that, neither shall service (whether as an employeenotwithstanding the foregoing, officerno right, director power or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive remedy conferred upon or reserved or exercised by Buyer in this Section 5.13 is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, intended to be inconsistent with clause exclusive of any other right, power or remedy, each and every one of which (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) now or (bhereafter existing at law, in equity, by statute or otherwise) shall not require Executive to return be cumulative and concurrent. Each of Seller and Buyer agrees that in the event that either the length of time or Restricted Area set forth herein is deemed too restrictive by any payment Governmental Entity of competent jurisdiction, the covenants and agreements in this Section 5.13 shall be enforceable for such time and within such geographical area as such Governmental Entity may deem reasonable or benefit previously distributed to Executiveacceptable under the circumstances.

Non-Competition. Without the consent in writing Each of the Board, upon Members hereby acknowledges that the Executive's Date of Termination for any reason, Executive will not, for Tallgrass Group operates in a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction competitive business and competes with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business Persons operating in the continental United States which oil and gas industry for acquisition and business opportunities. Each of the Members agrees that during the period that it is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedMember, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsit shall not, directly or indirectly, during use any of the confidential information regarding the Tallgrass Group it receives as a Member of the Company or as an observer to (a) compete with, or (b) engage in or become interested financially in as a principal, employee, partner, shareholder, agent, manager, owner, advisor, lender, guarantor of any Person that competes in North America with, the business conducted by the Tallgrass Group; provided, however, that when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative of such Member may retain a mental impression of any such confidential information. The Company and within the scope Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Tallgrass Group’s confidential information and, as long as such Member abides by Section 6.3, such Member shall not have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. Each of his employment the Members also agrees and acknowledges that (i) the Primary Investors and their Affiliates manage investments in the energy industry in the ordinary course of business (such investments “Institutional Investments”) and that the Primary Investors and their Affiliates may make Institutional Investments, even if such Institutional Investments are competitive with the Company Tallgrass Group’s business; and (ii) each Primary Investor and its Affiliates (A) shall not be prohibited, by virtue of its status as a Member, from pursuing or engaging in such Institutional Investments described in clause (i) above; (B) shall not be obligated, or have a duty, to inform or present to the Tallgrass Group, of any opportunity, relationship or investment (and no other Member will acquire or be entitled to any interest or participation in any such opportunity, relationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, or to have breached this Section 6.4 or any duty (if any), whether express or implied by law, to the Tallgrass Group or any other Member by reason of such Member’s (or any of its subsidiariesrepresentative’s or equity holder’s) involvement in such activities or interests; provided, to curtail that, in all cases, such Institutional Investments, activities or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee interests are not in violation of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), Section 6.3 or the second sentence of this Section 6.4. Each of the Members confirms that the restrictions and (iii) above limitations in this Section 6.4 are separate reasonable and distinct commitments independent of valid and all defenses to the strict enforcement thereof are hereby waived by each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveMembers.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without The Executive acknowledges and recognizes his possession of Confidential Information and acknowledges the consent in writing highly competitive nature of the Boardbusiness of the Company and its franchisees and subsidiaries and accordingly agrees that, upon in consideration of the Executive's Date of Termination for any reasonpremises contained herein, Executive he or she will not, during the term of this Agreement, as from time to time extended, and for a period one year after the date of six (6) consecutive calendar months thereaftertermination of this Agreement, acting alone regardless of the reason for his or her termination, engage or invest in, own, manage, operate, finance, control, or participate in conjunction with othersthe ownership, directly management, operation, financing, or indirectly (i) engage (either as ownercontrol of, investorbe employed by, partnerlend his or her name to, stockholderlend his or her credit to, employer, employee, consultant, advisor or director (other than as below)) in render services or advice to any business in that competes with the continental United States which is a material business then being conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedfranchisees or subsidiaries, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business that had been conducted by the Company or any of its franchisees or subsidiaries during the prior 12 months; provided, however, that the Executive may purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Executive agrees that, in consideration of the premises contained herein, he or she will not, during the term of this Agreement, as from time to time extended, and for one year after the date of the consummation termination of this Agreement, regardless of the Change reason for his or her termination, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of Control; (ii) induce another business firm, directly or indirectly, solicit any customers business of the type being carried on by the Company or any of its franchisees or subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope term of his employment with the Company this Agreement (or any business of its subsidiaries, to curtail a similar type) from any person or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee entity that was a customer of the Company or any of its franchisees or subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of during the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) term of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveAgreement.

Non-Competition. Without Except as set forth in this Section 13, the consent in writing Shareholder agrees that, to assure that Parent will retain the value of the Board, upon business of the Executive's Date of Termination for any reason, Executive will not, Company and the Company Subsidiaries as a "going concern," for a period of six (6) consecutive calendar months thereafterfive years beginning on the earlier of the Effective Time or the Option Closing, acting the Shareholder shall not, directly or indirectly, through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in conjunction association with others, directly as partner or indirectly (i) engage (either as ownerstockholder or through the investment of capital, investorlending of money or property, partneror otherwise, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in that competes with the continental United States which is a material business conducted products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its subsidiaries on the date affiliates to (i) invest in securities representing less than 10 percent of the consummation outstanding capital stock of a Change any Person, the securities of Control in which he has been directly engagedare publicly traded or listed on any securities exchange or automated quotation system, or has supervised as (ii) invest in, own an executiveinterest in or acquire, on the date in a single transaction or series of transactions, all or a majority of the consummation equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the Change of Control products and which is directly in competition with a material business conducted services provided by the Company or any Company Subsidiary as of its subsidiaries the date referenced above. During the three years beginning on the date earlier of the consummation of Effective Time or the Change of Control; (ii) induce any customers of Option Closing, the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsShareholder shall not, directly or indirectly, during and within the scope through one or more affiliates, on behalf of his employment with itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, Parent, the Company or any of its subsidiaries, to curtail or cancel their business with such companies Company Subsidiary or any of them; their successors to terminate his or (iii) induceher employment or other relationship with Parent, or attempt to influence, any employee of the Company or any Company Subsidiary or (ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of its subsidiaries to terminate Parent, the Company or any Company Subsidiary or who was such an employee within two years of the time of such offer of employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market foregoing shall not, however, prohibit the Shareholder or any of itself, be deemed inconsistent with clause (i) its affiliates from publishing any general public solicitation of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveemployment opportunities.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without Each Party covenants and agrees that, from the consent in writing Effective Time until the second (2nd) anniversary of the BoardDistribution Date (the “Non-Compete Period”), upon the Executive's Date of Termination for any reasonneither Party will, Executive and will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (cause each other than as below)) in any business in the continental United States which is a material business conducted by the Company or any member of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsrespective Group not to, directly or indirectly, during and within own, invest in, operate, manage, control, participate or engage in any Prohibited Business (as applicable) without the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each prior written consent of the other subparagraphs. It is agreed Party; provided, that nothing in this Section 5.5(a) will prohibit (i) the ownership by Parent or SpinCo, as the case may be, or any member of not more than one percent its respective Group, of the debt, equity or any other class of securities of any company having Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited Business (as applicable), provided ownership of such securities listed on an exchange (either directly, indirectly or regularly traded upon conversion) is less than 5% of such class of securities of such Person or (ii) exercising its rights or performing or complying with its obligations under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, in the over-the-counter market event that a merger, acquisition, consolidation or other business combination with or from an affiliated Person that directly or indirectly owns, invests in, operates, manages, controls, participates or engages in a Prohibited Business (so long as such Prohibited Business represents less than 40% of such Person’s consolidated assets or revenue) results in Parent or SpinCo, as the case may be, directly or indirectly owning, investing in, operating, managing, controlling, participating or engaging in a Prohibited Business in breach of this Section 5.5(a) at the time of such transaction, such transaction (and resulting operations of such business) shall not, of itself, not be deemed inconsistent with clause (i) a breach of this paragraph (a), neither shall service (whether as an employee, officer, director Section 5.5(a) if the consolidated assets or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned revenue earnings attributable to the obligations of the Executive under this paragraph (a) is an amount equal to fifty Prohibited Business represent no greater than twenty percent (5020%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) the resulting Person’s consolidated assets or (b) shall not require Executive to return any payment or benefit previously distributed to Executiverevenue.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six one (61) consecutive calendar months year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without Each Member that is an Employee agrees that during such employment and for 18 months following termination of such employment, and each other Member (other than Employees) agrees that until the consent in writing earlier to occur of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on 18 months after the date of such Member no longer has a Membership Interest and (ii) twelve (12) months following the consummation of a Change of Control in which he has been directly engagedDrag-Along Transaction (as applicable, or has supervised as an executivethe “Non-Competition Period”), on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsexcept for Permitted Activities, such Member will not, directly or indirectly, during either individually or as a principal, owner, partner, agent, representative, consultant, contractor, employee, or as a director or officer of any company, corporation, partnership or association, or in any other manner or capacity whatsoever, except on behalf of the Company, its Subsidiaries, PubCo (and within the scope any successor or assign of his employment with the Company PubCo) or any of its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to curtail or cancel their establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such companies Member, without the prior written consent of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of themany person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (iiiC) induceengage in or contributes his, her or its knowledge to any employment, work, business, or attempt endeavor which would require such Member to influenceuse or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, nothing in this Agreement shall be deemed to prohibit any employee Member from directly or indirectly owning or acquiring, solely as a passive investment, securities of the Company a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of its subsidiaries to terminate employment. The provisions or a member of subparagraphs (i)a group which controls such entity and does not, (ii)directly or indirectly, and (iii) above are separate and distinct commitments independent own beneficially or of each of the other subparagraphs. It is agreed that the ownership of not record more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (501.0%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation any class of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesecurities of such Person.

Non-Competition. Without As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of six (6) consecutive calendar months thereaftertwo years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or any an affiliate at the time of its subsidiaries on such termination, in the date geographic area of the consummation of the Change of ControlNew York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive).

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six eighteen (618) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without Executive hereby acknowledges and agrees that, during the consent course of employment, Executive has become familiar with and involved in writing all aspects of the Board, upon business and operations of the Executive's Date of Termination Bank. Executive hereby covenants and agrees that for any reasonfour (4) years after the Effective Time (the “Restricted Period”), Executive will shall not, for without the prior approval of a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date majority of the consummation Bank’s board of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; directors (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsnot participating), directly or indirectly, during and within in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) own, manage or control or participate in the scope of his employment with the Company ownership, management or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) inducecontrol, or attempt perform services that are the same as or substantially to influencethose services provided by Executive to the Bank Entities twelve (12) months prior to the cessation of Executive’s employment by the Bank Entities to, any employee Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Company Bank Entities’ headquarters or within a twenty-five (25) mile radius of any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each Branch office of the other subparagraphsBank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. It is agreed that Notwithstanding any provision hereof to the ownership of contrary, this Section 7.1 does not more than one percent of the equity restrict Executive’s right to (a) own or acquire securities of any company having securities listed on an exchange entity that files periodic reports with the Securities and Exchange Commission under Section 13 or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i15(d) of this paragraph the Securities Exchange Act of 1934, as amended (athe “Exchange Act”), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree ; provided that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty his total ownership constitutes less than two percent (502%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation the outstanding securities of Section 11(a) or such entity; (b) shall to own, or during the Restricted Period to maintain ownership of (but not require Executive to return acquire ownership of), passive investments in securities of any payment entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or benefit previously distributed 15(d) of the Exchange Act; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company or (c) to Executiveserve as a director of Westminster American Insurance Company.

Non-Competition. Without the consent in writing (a) In view of the Boardunique and valuable services expected to be rendered by Executive to the Fairway Group, upon Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive's Date of Termination for any reason’s ownership interest in the Company, Executive will not, for a agrees that during the period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly her employment by the Company and the greater of (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by one year following her employment with the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or any of its subsidiaries with whom Executive has had contacts or relationshipswithout compensation, directly or indirectly, during as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity engaged in the retail grocery and within food services business and related services anywhere in the scope northeastern United States and in any other state into which the Board of his employment with the Company or any of its subsidiariesDirectors has, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee the knowledge of the Company or any Executive, discussed the possibility of its subsidiaries to terminate employmentexpanding the Fairway Group’s operations. The provisions record or beneficial ownership by Executive of subparagraphs up to one percent (i), (ii), and (iii1%) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities shares of any company having corporation whose shares are publicly traded on a national securities listed on an exchange or regularly traded in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of itselfthe Fairway Group or solicit, be deemed inconsistent with clause interfere with, entice from or hire from any member of the Fairway Group any employee (ior former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from her obligations under this paragraph Section 9. If Executive does not comply with her obligations under this Section 9 (aother than in the circumstances described in the preceding sentence), neither shall service (whether as an employeethen notwithstanding anything herein to the contrary, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value shall not be obligated to be assigned to the obligations pay Executive any remaining portion of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveSeverance Payments.

Non-Competition. Without the consent in writing None of the BoardPurchaser or any of its subsidiaries shall, upon directly or indirectly, compete in the Executive's Date sorting and/or marketing of Termination rough diamonds prior to the date that any of the following events has occurred: (a) the Purchaser does not have a Nominee appointed or elected to the Board pursuant to Section 8 (whether as a result of the resignation of a Nominee, the choice of the Purchaser not to exercise its rights under Section 8 or the expiry of the Purchaser’s rights under Section 8 provided that if the Purchaser or any of its subsidiaries shall directly or indirectly compete as aforesaid, the Purchaser’s nomination rights pursuant to Section 8 shall forthwith expire and be of no further effect whether or not they have otherwise expired); (b) a Change of Control of the Corporation; (c) the bankruptcy or insolvency of the Corporation, the Partnership or HWDM; (d) the conviction of the Corporation, HWDM, the Partnership or any of the Selling Entities of an offence involving material and adverse reputational consequences for the Corporation; or (e) a material default on the part of the Corporation, HWDM, the Partnership or any reasonof the Selling Entities in performing marketing and/or sorting obligations (after 45 day cure period has expired in respect thereof). In addition, Executive will notduring the Participation Period, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersneither the Purchaser nor the Corporation shall, directly or indirectly (i) engage (either as ownerincluding through any of its subsidiaries), investor, partner, stockholder, employer, employee, consultant, advisor solicit the employment or retainer of any current director (or officer of the other than as below)) in any business in the continental United States which is a material business conducted by the Company party or any of its subsidiaries on or, in the date case of the consummation of a Change of Control in which he has been directly engagedPurchaser, or has supervised as an executive, on the date any of the consummation employees of Xxxxx Xxxxxxx Technical Services Inc. (Canada). For greater certainty, for the Change purposes of Control and which this Section 14, solicitation will not include solicitation of directors or officers where such solicitation is directly solely through advertising in competition with periodicals of general circulation or an employee search firm, so long as such party and/or its representatives do not direct or encourage such search firm to solicit a material business conducted by the Company specifically named director or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each officer of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveparty.

Non-Competition. Without (a) During the consent in writing of Restrictive Period, the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafterdirectly or on behalf of, acting alone or in conjunction with others, directly or indirectly any other Person: (i) engage (either engage, as an officer, director, shareholder, owner, investor, partner, stockholderjoint venturer, employerfinancier, manager, executive, employee, independent contractor, consultant, advisor advisor, or director (other than as below)) sales representative, in any business selling any products or services in direct competition with the continental United States Company or its Affiliates or subsidiaries within 100 miles of any geographic location in which is a material business conducted by 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, within 100 miles of any geographic location in which the Company, or any 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 date Executive's own behalf or on behalf of any competitor of the consummation of a Change of Control in which he has been directly engagedCompany, or has supervised as an executiveany of its Affiliates or subsidiaries, on which candidate was either called upon by the date of the consummation of the Change of Control and Company (including its Affiliates or subsidiaries), or for which is directly in competition with a material business conducted by the Company or any of its Affiliates or subsidiaries on made an acquisition analysis, for the date purpose of acquiring such entity; provided, however, that the consummation Executive shall not be charged with a -------- ------- violation of this Section 12 unless and until the Change Executive shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of Controlacquiring such entity; (iiiii) induce call upon any customers Person which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company including the Affiliates or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and thereof within the scope Territory for the purpose of his employment soliciting or selling products or services in direct competition with the Company within the Territory; (iv) disclose customers, whether in existence or any of its subsidiariesproposed, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company (or the Company's subsidiaries or Affiliates) to any 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 of management of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange Affiliates or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesubsidiaries.

Non-Competition. Without the consent By and in writing consideration of the Boardsalary and benefits to be provided by the Company hereunder, upon including the severance arrangements set forth herein, and further in consideration of the Executive's Date ’s exposure to the proprietary information of Termination for the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, other entity directly or indirectly controlled by such entities) (i) engage (either the “Restricted Period”), he shall not directly or indirectly, whether as an owner, investor, partner, stockholder, employerprincipal, agent, employee, consultantconsultant or in any other relationship or capacity, advisor or director (i) engage in any element of the Business (other than as below)) in any business in the continental United States which is a material business conducted by for the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been (or any other entity directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition indirectly controlled by such entities)) or otherwise compete with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (or any other entity directly or indirectly controlled by such entities), (ii) induce render any customers of services related to the Business to any person, corporation, partnership or other entity (other than the Company or any of its subsidiaries with whom (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive has had contacts may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or relationshipsa member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, during and within the scope own 1% or more of his employment with the Company or any class of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded such entity. Notwithstanding the foregoing, the covenants contained in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b6.1(a) shall not require Executive to return any payment apply in the event of the Executive’s termination of employment upon or benefit previously distributed to Executiveafter the expiration of the one-year renewal term in accordance with Section 1 above.

Non-Competition. Without 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 consent Company's obligations in writing respect of such shares, and in order to protect the goodwill of the BoardCompany, upon as long as Executive is employed by the Executive's Date Company and owns shares of Termination for any reasonClass A Common Stock, Class B Common Stock or Preferred Stock, Executive will shall not, for a period of six unless acting in accordance with the Company's prior written consent (6) consecutive calendar months thereafter, acting alone or which consent may be withheld in conjunction with othersthe Company's sole and absolute discretion), directly or indirectly (i) engage (either indirectly, own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as ownera director, investor, partner, stockholderofficer, employer, employee, partner, consultant, advisor independent contractor or director (other than as below)) otherwise with, or permit his name to be used by or in connection with, any profit or non-profit business or organization which directly or indirectly engages in wireless communications activities, in any business part of the United States or other region of the world; provided, that -------- notwithstanding the foregoing, Executive may engage in the continental United States activities which is a material business conducted by the Company or any exist as of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, Merger with respect to the entities set forth on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employmentSchedule 1(c). The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed parties agree that the ownership of foregoing shall not more than one percent of limit Executive from making passive investments in the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) entity. If any provision of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as Section 3 is adjudged by a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, court to be inconsistent with clause (i) invalid or unenforceable, the same will in no way affect any other provision of this paragraph (a)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. The Executive and If any such provision, or any part thereof, is held to be unenforceable because of the Company duration of such provision or the geographic area covered thereby, the parties agree that the value court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary enforceable and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivewill be enforced.

Non-Competition. Without The Executive acknowledges that (i) the consent Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in writing irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the BoardCompany Group, upon which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive's Date ’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of Termination for any reasonthe Executive’s employment. Accordingly, Executive will not, during the Executive’s employment hereunder and for a period of six one (61) consecutive calendar months year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by Executive agrees that the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipswill not, directly or indirectly, during own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and within the scope of his employment 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 any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee member of the Company Group or in any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each other material business in which any member of the other subparagraphsCompany Group is engaged on the date of termination or in which they have demonstrably planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which any member of the Company Group conducts business. It is agreed that Notwithstanding the ownership foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of any company having securities listed on an exchange or regularly a publicly traded corporation engaged in the over-the-counter market shall not, of itself, be deemed inconsistent a business that is in competition with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of Group, so long as the Executive under this paragraph (a) is an amount equal to fifty percent (50%) has no active participation in the business of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesuch corporation.

Non-Competition. Without The Executive hereby agrees that, during the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, Term and for a period of six eighteen (618) consecutive calendar months thereafterfollowing the termination of his employment under this Agreement, acting alone or in conjunction with othershe will not, directly or indirectly and in any way, (a) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business competing with the business of the Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) engage any project, financing or customer that the Company (either as owneror any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), investor, partner, stockholder, employer, employee, consultant, advisor or director (any letter of supply or other than as below)) in any business in the continental United States which is a material business conducted supplier contract or arrangement entered into by the Company (or any of its subsidiaries on the date affiliate or subsidiary of the consummation Company), and all extensions, renewals and resolicitations of a Change of Control in which he has been directly engagedsuch contracts or arrangements, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company or Company) is actively negotiating with any of its subsidiaries with whom Executive has had contacts or relationshipsother party, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induceany prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (c) for himself or another, hire, attempt to influencehire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of its subsidiaries the Company), or any employee of any person, firm or other entity, the employees of which the Company.(or any affiliate or subsidiary of the Company) has agreed not to terminate employmenthire or endeavor to hire. The effective time of the limitations imposed by this Section 13 shall be extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 13. Because of the Executive's knowledge of the Company's business, in the event of the Executive's actual or threatened breach of the provisions of subparagraphs (i)this Section 13, (ii)the Company shall be entitled to, and (iii) above are separate and distinct commitments independent of each the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other subparagraphs. It is agreed that available remedies for such breach or threatened breach, including the ownership recovery of not more than one percent of damages from the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a)Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company agree that in the value conduct of its business. If any restriction contained in this Section 13 shall be deemed to be assigned to the obligations invalid or unenforceable by reason of the Executive under this paragraph (a) is an amount equal extent, duration of geographic scope thereof, then the Company shall have the right to fifty percent (50%) reduce such extent, duration, geographic scope of Executive's Annual Base Salary other provisions thereof, and Recent Annual Bonus. Violation of Section 11(a) or (b) in their reduced form such restrictions shall not require Executive to return any payment or benefit previously distributed to Executivethen be enforceable in the manner contemplated hereby.

Non-Competition. Without (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersCompany, directly or indirectly indirectly, (i) engage become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (either as ownerii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, investorcustomers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, employersales representative, employeetrainee, consultant, advisor consultant to or director (other than as below)) in any business in the continental United States which is a material business conducted by agent of the Company or any within one year of its subsidiaries on the date of the consummation of a Change of Control such offer or solicitation. Notwithstanding any provisions in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i)this Section 7, (ii), and (iii1) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of this Section 7 shall not more than one percent of the equity securities of any company having securities listed on an exchange prohibit Employee from purchasing or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect owning up to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty five percent (505%) of Executive's Annual Base Salary the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and Recent Annual Bonus. Violation of Section 11(a(2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or (b) shall not require Executive to return any payment or benefit previously distributed to Executivecivic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; PROVIDED, HOWEVER, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the termination of Executive's Date of Termination employment for any reason, Executive will not, for a period of six (6) consecutive calendar months 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or has supervised as an executive thereof, during the last two years prior to such termination and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on subsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of the consummation of a Change of Control in which he has been directly engagedtermination, or has supervised as an executive, on providing services through FII to businesses for which FII provided services at the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Controltermination; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his or her employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company following a Change in Control, a termination by Executive for Good Reason, a termination due to Disability, Normal Retirement, or Approved Early Retirement. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of six (6) consecutive calendar months thereaftertwo years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or any an affiliate at the time of its subsidiaries on such termination, in the date geographic area of the consummation of the Change of ControlNew York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive).

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without Except as set forth in this Section 13, --------------- the consent in writing Shareholder agrees that, to assure that Parent will retain the value of the Board, upon business of the Executive's Date of Termination for any reason, Executive will not, Company and the Company Subsidiaries as a "going concern," for a period of six (6) consecutive calendar months thereafterfive years beginning on the earlier of the Effective Time or the Option Closing, acting the Shareholder shall not, directly or indirectly, through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in conjunction association with others, directly as partner or indirectly (i) engage (either as ownerstockholder or through the investment of capital, investorlending of money or property, partneror otherwise, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in that competes with the continental United States which is a material business conducted products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its subsidiaries on the date affiliates to (i) invest in securities representing less than 10 percent of the consummation outstanding capital stock of a Change any Person, the securities of Control in which he has been directly engagedare publicly traded or listed on any securities exchange or automated quotation system, or has supervised as (ii) invest in, own an executiveinterest in or acquire, on the date in a single transaction or series of transactions, all or a majority of the consummation equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the Change of Control products and which is directly in competition with a material business conducted services provided by the Company or any Company Subsidiary as of its subsidiaries the date referenced above. During the three years beginning on the date earlier of the consummation of Effective Time or the Change of Control; (ii) induce any customers of Option Closing, the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsShareholder shall not, directly or indirectly, during and within the scope through one or more affiliates, on behalf of his employment with itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, Parent, the Company or any of its subsidiaries, to curtail or cancel their business with such companies Company Subsidiary or any of them; their successors to terminate his or (iii) induceher employment or other relationship with Parent, or attempt to influence, any employee of the Company or any Company Subsidiary or (ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of its subsidiaries to terminate Parent, the Company or any Company Subsidiary or who was such an employee within two years of the time of such offer of employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market foregoing shall not, however, prohibit the Shareholder or any of itself, be deemed inconsistent with clause (i) its affiliates from publishing any general public solicitation of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveemployment opportunities.

Non-Competition. Without (a) Subject to the provisions of this Section 7.23, without the express written consent in writing of Buyer, no Seller or any of Sellers' Subsidiaries or Affiliates, nor any of their respective successors or assigns (except as expressly contemplated by Section 7.23(b)), shall, at any time during the Boardthree (3) year period (the "Restricted Period") immediately following the Closing Date, upon the Executive's Date of Termination directly or indirectly, for any reason, Executive will not, for a period Seller or any of six (6) consecutive calendar months thereafter, acting alone Sellers' Subsidiaries or Affiliates or on behalf of or in conjunction with othersany other Person, directly or indirectly (i) own, manage, control or participate in the ownership, management or control of any business, or engage (either in developing, selling, manufacturing, distributing or marketing any product or service, that would be in direct competition with the Analytical Technologies Business as ownerit is currently conducted or as it is planned to be conducted based on existing Books and Records of the Analytical Technologies Business, investorwhether as an employer, proprietor, partner, stockholder, employertrustee, beneficiary, owner, joint venturer, investor, independent contractor, employee, consultant, advisor agent, lender, adviser or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedsales representative, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce take any customers action that is designed, intended or reasonably likely to have the effect of discouraging any customer, supplier, vendor, licensor, lessor, agent, employee, consultant and other Person under contract or otherwise associated or doing business with the Analytical Technologies Business from maintaining the same business relationships with Buyer and its Subsidiaries and Affiliates (including the Analytical Technologies Companies and the Joint Ventures) after the Closing as it maintained with the Analytical Technologies Business prior to the Closing; provided that the foregoing shall not (i) prohibit any Seller or a Subsidiary thereof from owning or acquiring in the ordinary course of business as a passive investment five percent (5%) or less of the Company outstanding equity of any publicly traded entity, (ii) preclude Sellers or any their Subsidiaries from engaging and continuing to engage in the Excluded Businesses as conducted as of its subsidiaries with whom Executive has had contacts the date hereof or relationships, directly or indirectly, during as they are planned to be conducted based on disclosures in the Form 40-F and within the scope matters set forth on Section 7.23(a) of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; Sellers’ Disclosure Schedule or (iii) inducerestrict Lumira Capital, a venture capital firm in which Parent has an investment (provided that such investment remains passive) and a board position, from any activity, including without limitation making any investment or participating in any way with investee companies (provided that in no event shall Lumira Capital or any investee company use or have access to any confidential or proprietary information relating to the Analytical Technologies Business for use in violation of this Section 7.23 or engage in any activity that would have the effect of seeking to recapture any goodwill associated with the Analytical Technologies Business)). For the avoidance of doubt, nothing in this Agreement shall be construed to preclude Parent and its Subsidiaries from offering, to the extent not relating to the sale and service of mass spectrometers, pharmaceutical, drug discovery, and life science research services, including without limitation screening services, bioanalytical analysis services, small animal imaging services, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivecellular imaging services.

Non-Competition. Without (i) In order to induce LSAI and LSI to enter into this Agreement and the consent in writing of the BoardEmployment Agreement attached hereto as Exhibit A, upon the Executive's Date of Termination for any reason, Executive will notHLI and Xxxxxxxx covenants and agrees that, for a period of six three (63) consecutive calendar months thereafteryears from Closing, acting alone each of HLI and Xxxxxxxx shall not, and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in conjunction any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement within any county in any state in which HLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) to directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisor canvass or director (other than as below)) in otherwise contact or accept any business or transaction from any present or former customer of HLI, or take any action which shall cause the termination or curtailment of the business relationship between HLI or LSAI or LSI and/or its successor or successors and any of their present, future or former customers, including without limitation those customers constituting in whole or in part the continental United States which is HLI Assets relating to a material business conducted by Competitive Business, and (D) to directly or indirectly, without the Company prior written consent of LSAI and LSI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or at any time during such period shall be, an employee of LSAI, LSI or its subsidiary, or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedrespective successors, to terminate or has supervised as an executiverefrain from renewing or extending his or her employment with LSAI or LSI or its subsidiary, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, LSI or its subsidiary. This covenant and agreement is included herein in order to protect the date value of the consummation HLI Assets being acquired by LSAI and LSI pursuant to this Agreement and to assure that LSAI and LSI shall have the full benefit of the Change of Control; (ii) induce any customers value of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveHLI Assets.

Non-Competition. Without 8.1 The Employee acknowledges that the consent services to be rendered by her to the Company are of a special and unique character. The Employee agrees that, in writing consideration of her employment hereunder, the Board, upon the Executive's Date of Termination for any reason, Executive Employee will not, (a) during the term of this Agreement so long as she is employed pursuant to this Agreement (provided, however, that (L) if the Employee's employment pursuant to this Agreement is terminated for a due cause (as defined in Section 6.3), or (M) if the Employee voluntarily resigns her position under this Agreement prior to the end of its term or (N) if at the end of the term of this Agreement, there is no renewal of this Agreement or (O) if the Employee's employment is terminated by the Company pursuant to Section 6.4 hereunder, then the length of this non-competition covenant shall be for an additional period of six two years in the case of (6L), (M) consecutive calendar and (N) and three months thereafterin the case of (O) above, acting alone or in conjunction with othersfrom the date of such termination of the Employee's employment), directly or indirectly indirectly, (iw) engage (either engage, whether as ownerprincipal, agent, investor, partnerdistributor, representative, stockholder, employer, employee, consultant, advisor volunteer or director (other than as below)) otherwise, with or without pay, in any activity or business in venture anywhere within a one hundred (100) mile radius of any location of the continental United States Company at which the Employee has provided services hereunder, which is a material competitive with the business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee other member of the Company Group of providing pharmaceutical, medical and other healthcare related teleservices businesses and related activities or any other business of its subsidiaries to terminate employment. The provisions the Company conducted at the location of subparagraphs (i)the Company at which the Employee has provided services hereunder, (ii), and (iiix) above are separate and distinct commitments independent of each solicit or entice or endeavor to solicit or entice away from any member of the other subparagraphs. It Company Group any person who was or is agreed that at the ownership time of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall notsolicitation, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employeea director, officer, director employee, agent or consultant) with respect to CUNO Incorporated, nor shall service as a consultant of such member of a board of directors on which Executive is serving the Company Group, on the Date Employee's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of Termination such person's contract of employment by reason of leaving the service of such member of the Company Group, (including y) solicit or entice or endeavor to solicit or entice away any successor board theretoof the clients or customers or potential clients or customers of any member of the Company Group, either on the Employee's own account or for any other person, firm, corporation or organization, or (z) employ any person who was or is at the time of solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be deemed, of itself, likely to be inconsistent with clause (i) in possession of this paragraph (a). The Executive and any confidential information or trade secrets relating to the business of any member of the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) Group, or (b) shall not require Executive at any time make any statement intended to return impair the business reputation of any payment or benefit previously distributed to Executivemember of the Company Group.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months one year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director director, or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not(a) Except as set forth below, for a period of six three years after the Closing Date (6) consecutive calendar months thereafterthe "Restricted Period"), acting alone or in conjunction with othersthe Seller and its Affiliates shall not engage, directly or indirectly indirectly, in the wholesale food and non-food distribution business (ithe "Covered Business") engage in Indiana, Ohio, Michigan (either other than the Upper Peninsula of Michigan) or Kentucky (the "Covered Territory") or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as owneran officer, investoremployee, partner, stockholder, employerconsultant or otherwise, employee, consultant, advisor or director (other than as below)) in any business Person that competes with the Purchased Distribution Centers in the continental United States Covered Territory; provided, however, that, for the purposes of this Section 5.06, ownership of securities having no more than five percent of the outstanding voting power of any competitor which is a material are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.06 as long as the Person owning such securities has no other connection or relationship with such competitor; and provided, further that this Section 5.06(a) shall not apply to any retail food or non-food business conducted owned or operated by the Company Seller or any of its subsidiaries on Affiliates. Notwithstanding the date foregoing, this Section 5.06(a) shall not prohibit any Person that acquires (1) all of the consummation capital stock of a Change of Control in which he has been directly engagedthe Seller, or has supervised as an executive, on the date any Affiliate of the consummation Seller that directly or indirectly participates in the conduct of the Change Purchased Business, or (2) all or substantially all of Control and which is directly the assets of the Seller or of any of such Affiliates from engaging in competition with a material business conducted by the Company Covered Business in the Covered Territory, provided that such purchaser shall not use any of the assets or employees of the Seller or any of its subsidiaries on the date Affiliates as of the consummation Closing Date, including any Confidential Information, to engage in the Covered Business in the Covered Territories for the remainder of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employmentRestricted Period. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b5.06(a) shall not require Executive to return any payment or benefit previously distributed to Executiveapply following a change of control of the Seller, as such term is defined in Section 5.06(a) of the Disclosure Schedule.

Non-Competition. Without The Executive acknowledges and recognizes the consent in writing highly competitive nature of the Boardbusinesses of the Company, upon the amount of sensitive and confidential information involved in the discharge of the Executive's Date ’s position as Chairman, Chief Executive Officer and President of Termination for any reasonthe Company, Executive will and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the period that he is receiving payments under this Agreement, he shall not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly in any manner or capacity (i) engage (either e.g., as owneran advisor, investorprincipal, agent, partner, stockholderofficer, employerdirector, shareholder, employee, consultantmember of any association or otherwise) engage in, advisor work for, consult, provide advice or director (other than as below)) assistance or otherwise participate in any business in the continental United States activity which is a material competitive with the business conducted of the Company. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the Company or any foregoing provisions of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted this Section if such activity were carried out by the Company or any of its subsidiaries on Executive and, in particular, the date of the consummation of the Change of Control; (ii) Executive agrees that he will not induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either individually or any as a member of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above a “group,” as such terms are separate and distinct commitments independent of each used in Rule 13d of the other subparagraphs. It is agreed that General Rules and Regulations under the ownership Exchange Act, of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (501%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation the voting stock of Section 11(a) or (b) any publicly held corporation shall not require be a violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to return compete with the company or any payment subsidiary or benefit previously distributed affiliate of the Company in violation of this Agreement and that the Company would by reason of such competition be entitled to Executiveinjunctive relief in a court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company in violation of this Agreement. In the event that the Executive breaches the provisions of this Section 9, the severance benefits under section 6.2, 7.2.2 or 8.2, whichever is applicable, shall immediately terminate, the Executive shall cease to be entitled to any additional payments under this Agreement, and all stock options shall cease to be exercisable.

Non-Competition. Without the consent in writing The Employee acknowledges that he or she will acquire considerable knowledge about, and expertise in, certain areas of the BoardEmployer’s business and that he or she will have knowledge of, upon and contact with, customers and suppliers of the Executive's Date Employer and its Affiliates (as hereafter defined). The Employee further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of Termination his or her service with the Employer, to the serious detriment of the Employer in the event that the Employee should solicit business from customers of the Employer or its affiliates. Accordingly, the Employee agrees that: during his or her employment and for a period of one (1) year after termination of his or her employment, the Employee will not in any reasonway be associated with or involved, Executive directly or indirectly, with any person, firm, corporation or other entity engaged in any business which provides services substantially similar to the services provided by the Employer or its Affiliates within the metropolitan area known as Toronto and any area located within the vicinity of 20 miles from Toronto, or within the vicinity of 20 miles from any other office of the Employer, whether now operated by the Employer or hereafter operated by it; he or she will not, for a period of six one (61) consecutive calendar months thereafter, acting alone year after termination of his or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsher employment, directly or indirectly, during and within approach any customer or business partner of the scope Employer or its Affiliates for the purpose of providing services substantially similar to the services provided by the Employer or its affiliates; he or she will not, for a period of one (1) year after termination of his employment with the Company or any of its subsidiariesher employment, to curtail directly or cancel their business with such companies or any of them; or (iii) induceindirectly, approach, solicit, entice or attempt to influenceapproach, solicit or entice any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent employees of the equity securities Employer or its Affiliates to leave the employment of any company having securities listed on an exchange the Employer; he or regularly traded in the over-the-counter market shall she will not, for a period of itselfone (1) year after termination of his or her employment, be deemed inconsistent with clause directly or indirectly, solicit orders for any articles similar to or capable of being used in place of the Goods (ias hereafter defined), from any person, firm or employer to whom, or residing or carrying on business within the area in which, the Employer has supplied Goods at any time during the twelve (12) months preceding such termination; orsupply such articles described in subparagraph 6(d) above to any person, firm or employer described in subparagraph 6(d)). For the purposes of this paragraph 6, the following words and phrases shall have the following respective meanings: (a), neither shall service (whether as an employee, officer, director I) “Affiliate” means any entity a majority of whose voting shares or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on securities are owned or controlled directly or indirectly by the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and Employer or the Company agree that the value to be assigned to the obligations shareholders of the Executive under this paragraph (a) Employer, or whose control is an amount equal to fifty percent (50%) held by the Employer or the shareholders of Executive's Annual Base Salary the Employer; and Recent Annual Bonus. Violation of Section 11(a) “Goods” means the articles manufactured, distributed or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesold by the Employer.

Non-Competition. Without During the consent in writing period of Executive’s employment with any member of the BoardCompany Group and continuing until the later of (i) June 30, upon 2026 or (ii) one (1) year after Executive’s service as a director of Parent terminates (the Executive's Date date of such termination, the “Director Termination for any reasonDate”), Executive will not, for a period of six (6) consecutive calendar months thereafterand will not permit any other person controlling, acting alone controlled by or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsunder common control, directly or indirectly, during with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and within absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the scope of his employment ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with the Company or in any manner connected with, lend his, her, or its name or any of similar name to, lend his, her or its subsidiaries, to curtail credit or cancel their business with such companies render services or any of them; or (iii) induce, or attempt to influenceadvice to, any employee of Competitive Business anywhere throughout the Company or any of its subsidiaries lower 48 contiguous United States, provided, however, that nothing herein will be deemed to terminate employment. The provisions of subparagraphs (i)prevent Executive from acquiring through market purchases and owning, (ii)solely as an investment, and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more less than one percent (1%) in the aggregate of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree entity that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to derives more than fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation its gross revenues from the conduct of any Competitive Business, whose shares are registered under Section 11(a12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”), and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) shall not require of any such issuer; and provided further, however, that nothing herein will be deemed to prevent Executive from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business or any entity involved in a Competitive Business. For purposes of this Agreement, “Competitive Business” means any business conducted by any member of the Company Group as of Director Termination Date (including any business where strategic plans were in place as of Director Termination Date for any member of the Company Group to return any payment or benefit previously distributed to Executiveengage in such business).

Non-Competition. Without In consideration for the compensation and benefits provided under this Agreement, including without limitation, the compensation and benefits provided under Sections 7(e) and (f), without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business of any savings bank, savings and loan association, savings and loan holding company, bank, bank holding company, or other institution engaged in the continental United States business of accepting deposits or making loans, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business in any county in which is a material business conducted by the Company or any the Bank maintains an office as of its subsidiaries on the Executive’s date of the consummation of a Change of Control termination or in any county in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the Bank had plans to open an office within six months after Executive’s date of the consummation of the Change of Controltermination; (ii) induce any customers of the Company Bank or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesBank, to curtail or cancel their business with such companies the Bank or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company Bank or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous twelve months was an employee of the Bank or any affiliate; provided, however, that activities engaged in by or on behalf of the Bank are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director director, or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundrd percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board of Directors of Employer (the “Board”), upon the Executive's Date of Termination for any reason, Executive Employee will not, at any time during employment and for a period the eighteen (18) months following termination of six (6) consecutive calendar months thereafteremployment by the Employer for Cause or the Employee’s voluntary termination, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he or she has been directly engagedengaged on behalf of the Employer or any affiliate, or has supervised as an executiveexecutive thereof, during the prior two-year period (or, if earlier, the two-year period ending on the date of the consummation of the Change of Control and Employee’s termination), or which is directly was engaged in competition with a material business conducted or planned by the Company Employer or an affiliate at the relevant time (of, if earlier, at the time of Employee’s termination of employment), in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company Employer or any of its subsidiaries affiliates with whom Executive Employee has had contacts or relationships, directly or indirectly, during and within the scope of his or her employment with the Company Employer or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Employer or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company Employer or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hiring, or retention as an employee or independent contractor, any person who during the previous twelve (12) months was an employee of the Employer or any affiliate and provided further, that activities engaged in by or on behalf of the Employer are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither Section 1. This Section 1 of the Restrictive Covenants Agreement shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on not apply in the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree event that the value to be assigned to Employee is terminated by the obligations of Employer for any reason other than for Cause or termination for Good Reason by the Executive under this paragraph (a) Employee, except during any period in which the Employee is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivereceiving severance payments from the Employer.

Non-Competition. Without the consent in writing of the Board of Directors of Employer (the “Board”), upon the Executive's Date of Termination for any reason, Executive Employee will not, at any time during employment and for a period the eighteen (18) months following termination of six (6) consecutive calendar months thereafteremployment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he or she has been directly engagedengaged on behalf of the Employer or any affiliate, or has supervised as an executiveexecutive thereof, during the prior two-year period (or, if earlier, the two-year period ending on the date of the consummation of the Change of Control and Employee’s termination), or which is directly was engaged in competition with a material business conducted or planned by the Company Employer or an affiliate at the relevant time (of, if earlier, at the time of Employee’s termination of employment), in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company Employer or any of its subsidiaries affiliates with whom Executive Employee has had contacts or relationships, directly or indirectly, during and within the scope of his or her employment with the Company Employer or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Employer or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company Employer or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Employer or any affiliate and provided further, that activities engaged in by or on behalf of the Employer are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive1.

Non-Competition. Without In return for employment in the consent capacity set forth under this Agreement, during the Employment Term and, in writing the event of the Board, upon termination of this Agreement pursuant to the Executive's Date provisions of Termination for any reason, Executive will notSection 5(a) (ii) hereof, for a period of six twelve (612 months) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsEmployee shall not, directly or indirectly, during and within the scope (i) in any capacity whatsoever, either on Employee's own behalf or on behalf of his employment any other person or entity with the Company whom Employee may be employed or any of its subsidiariesassociated, to curtail be employed by, be a consultant to, be an officer or cancel their business with such companies or any of them; or (iii) inducedirector of, or attempt to influencebe connected in any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having a competitor engaged in the electronic media computer software or servicing business if such securities are listed on an a nationally recognized securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date National Association of Termination Securities Dealers Automated Quotation System or otherwise); (including ii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any successor board theretosuch individual to participate in, or be employed by, any business venture other than the Employer; (iii) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned solicit any business related to the obligations business of Employer from any client or prospective client of Employer at or before the termination date of the Executive under this paragraph (a) Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) employed or engaged; or (biv) shall not require Executive seek to return divert or dissuade from continuing to do business with or entering into business with Employer or any payment of its affiliates or benefit previously distributed to Executiverelated entities, any supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for Non-solicitation (a) For a period of six four years commencing on the Closing Date (6) consecutive calendar months thereafterthe “Restricted Period”), acting alone or in conjunction with othersSeller shall not, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or and shall not permit any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipstheir Affiliates to, directly or indirectly, during (i) engage in or assist others in engaging in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. Notwithstanding the foregoing, Seller and within the scope its Affiliates may own, directly or indirectly, solely as an investment, securities of his employment with the Company any Person traded on any national securities exchange if Seller or any of its subsidiariesAffiliates are not controlling Persons of, or members of a group which controls, such Person and do not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither party shall, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is employed by the other party or its Affiliates or is or was employed in the Business or by the other party or its Affiliates during the Restricted Period, or encourage any such employee to curtail leave such employment or cancel their business with hire any such companies employee who has left such employment, except pursuant to Section 6.01 or a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.09 shall prevent either party or any of them; their Affiliates from hiring (i) any employee whose employment has been terminated by the other party or its Affiliates or (iiiii) induce, or attempt to influenceafter one (1) year from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller and Buyer acknowledge that a breach or threatened breach of this Section 6.09 would give rise to irreparable harm to the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i)other party, (ii)for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the other party of any such obligations, the non- 46 breaching party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (iiiwithout any requirement to post bond). (d) above Seller and Buyer acknowledge that the restrictions contained in this Section 6.09 are separate reasonable and distinct commitments independent of each necessary to protect the legitimate interests of the other subparagraphsparty and constitute a material inducement to each party to enter into this Agreement and consummate the transactions contemplated by this Agreement. It In the event that any covenant contained in this Section 6.09 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is agreed that expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the ownership of not more than one percent of the equity securities maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any company having securities listed on an exchange such covenant or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether provision as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) written shall not require Executive to return invalidate or render unenforceable the remaining covenants or provisions hereof, and any payment such invalidity or benefit previously distributed to Executive.unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Section 6.10

Non-Competition. Without In order to protect the consent Company’s confidential information and goodwill, during the period of Employee’s employment hereunder and for the one (1) year thereafter (“Non-Competition Period”), the Employee shall not, within any county in writing which the Company or any subsidiary of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersCompany provides services, directly or indirectly (i) own any interest in, manage, control, participate in, become employed by, consult with, render services for, or in any manner engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business substantially similar to the Company’s current businesses. Investments in less than five percent (5%) of the outstanding securities of any class of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section 5. Employee acknowledges that the limitations of time, geography, and scope of activity agreed to above are reasonable because, among other things, (a) the Company is engaged in a highly competitive industry, (b) Employee will have access to the Company’s confidential information, including but not limited to, the Company’s trade secrets, know-how, software, plans, and strategy (and in particular, the competitive strategy of the Company), (c) in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his event Employee’s employment with the Company or any of its subsidiariesends, Employee will be able to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii)obtain suitable and satisfactory employment in her chosen profession without violating this Agreement, and (iiid) above these limitations are separate necessary to protect confidential information, and distinct commitments independent of each the goodwill of the other subparagraphsCompany. It is agreed Employee acknowledges that she has had an opportunity before her execution of this Agreement to consult with and be represented by counsel of her choosing in the ownership review of not more than one percent this Agreement and the reasonableness of the equity securities limitations of any company having securities listed on an exchange or regularly traded in time, geography, and scope of activity agreed to above, that she has been advised by the over-the-counter market shall notCompany to do so, that she is fully aware of itself, be deemed inconsistent with clause (i) the contents of this paragraph (a)Agreement and of its legal effect, neither shall service (whether as an employeeand that she enters into this Agreement freely, officerwithout duress or coercion, director and based on her own judgment and wishes and not in reliance upon any representation or consultant) with respect to CUNO Incorporatedpromise made by the Company, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveother than those contained herein.

Non-Competition. Without (i) During the consent in writing of Non-Compete Period, the Board, upon the Executive's Date of Termination for any reason, Executive will shall not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) provide services to any entity if (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other during the preceding 12 months more than as below)) in 10% of the revenues of such entity and its affiliates is derived from any business in from which the continental United States which is a material business conducted by the Company or any Employer derived more than 10% of its subsidiaries revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the date acquisition had occurred at the beginning of the consummation of such 12 month period) (a Change of Control in which he has been directly engaged, “Material Business”) or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries services to be provided by the Executive are competitive with whom a Material Business and substantially similar to those previously provided by the Executive has had contacts or relationshipsto the Employer; provided, directly or indirectlyhowever, during and within that following a Change in Control, this Section 7(d)(i)(B)(i) shall not apply to the scope of his employment with the Company or any of its subsidiariesExecutive, to curtail or cancel their business with such companies or any of them; or (iiiC) induceown an interest in any entity described in subsection (B)(i) immediately above; provided, or attempt to influencehowever, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i)that Executive may own, (ii)as a passive investor, and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having such entity that has outstanding publicly traded securities listed on an exchange or regularly traded so long as his direct holdings in any such entity shall not in the over-the-counter market shall not, aggregate constitute more than 5% of itself, be deemed inconsistent with clause (i) the voting power of such entity. For purposes of this paragraph (aSection 7(d), neither a “client or customer” shall service be limited to any actual borrower, customer or client of the Employer (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee, officer, director employee or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) any entity during the Non-Compete Period, he will provide a copy of this paragraph (a)Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company agree Employer, that the value Executive has sufficient assets and skills to be assigned to provide a livelihood for the obligations Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive under this paragraph (a) is breaches such covenant, monetary damages would be an amount equal to fifty percent (50%) insufficient remedy for the Employer and equitable enforcement of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivethe covenant would be proper.

Non-Competition. Without the consent in writing In consideration of the Boardbenefits of this Agreement to Allbritton and as a materiax xxxxxxxxnt to IBC to enter into this Agreement and pay the Merger Consideration, upon Allbritton hereby covenants xxx xxxxxs that, commencing at the Executive's Date Effective Time and ending on the third anniversary of Termination for any reasonthe Effective Time, Executive will he shall not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersand Allbritton will cause his Axxxxxxxxx and representatives not to, directly or indirectly (i) engage (either indirectly, as owner, investorproprietor, partner, stockholder, employerdirector, executive, officer, employee, consultant, advisor joint venturer, investor or director (other than as below)) in any business other capacity, engage in, or own, manage, operate or control, or participate in the continental United States ownership, management, operation or control, of any entity which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsengages, directly or indirectly, during and in the business of banking (including, without limitation, the solicitation of deposits) within the scope territory circumscribed by a fifty-mile radius of his employment with any banking premise of the Company Bank in existence immediately prior to the Effective Time; provided, however, the foregoing shall not prohibit either Shareholder from purchasing and holding as an investment not more than 1% of any class of publicly traded securities of any entity which conducts the business of banking, so long as such Shareholder does not participate in any way in the management, operation or control of such entity; and provided further, however, that the provisions of this sentence shall not restrict Riggs National Corporation, x Xxlaware corporation, or any of its subsidiaries, to curtail including Riggs Bank, N.A., a nationax xxxking association, from engaging in any business in any location. Furthermore, from and after the Effective Time, neither of the Shareholders nor any of their respective Affiliates or cancel their business with such companies representatives shall use any proprietary customer list, other similar records of the holders of accounts that constitute deposits of the Bank or any other proprietary lists, records, information or documents of them; the Bank or (iii) induceUniversity for any purposes, including, without limitation, to solicit deposits, loans, or attempt other products or services, all of such lists, records, information and documents to influence, any employee remain the property of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveSurviving Corporation.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive (a) Xxxx agrees that he will not: (i) during the period he is employed under this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, (ii) during the period he is receiving payments under Section 9 of this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, and (iii) for a period of six one (61) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted year after he ceases to be employed by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsunder this Agreement, directly or indirectly, during and within compete with or be engaged in the scope of his employment with same business as the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induceCompany, or attempt to influencebe employed by, or act as consultant to, or be a director, officer, employee, owner, member or partner of, any employee business or organization which, at the time of such cessation, competes with or is engaged in the Company or any of its subsidiaries to terminate employment. The same business as the Company, except that in each case the provisions of subparagraphs this Section 6 will not be deemed breached merely (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of because Xxxx owns not more than one five percent (5.0%) of the equity securities outstanding common stock of any company having securities a corporation, if, at the time of its acquisition by Xxxx, such stock is listed on an exchange a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as by a member of a board national securities exchange; (ii) Xxxx is a passive investor in any fund in which he has no investment discretion; or (iii) Xxxx is a senior executive at a company whose business lines include a competing business, provided that Xxxx has broad management responsibilities of directors on which Executive a senior executive at such a company for the overall business operations and is serving on not employed solely or primarily in connection with the Date portion of Termination (including any successor board thereto) be deemedsuch company that operates the competing business lines, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree further provided that the value to be assigned to the obligations such competing business lines do not constitute more than 20% of the Executive under revenues of such company. For example, Xxxx would not breach this paragraph (a) is an amount equal covenant not to fifty percent (50%) compete by virtue of Executive's Annual Base Salary his being employed as a senior executive at a company such as SONY Corporation or Philips Corporation, or any affiliate or either, whose business and Recent Annual Bonus. Violation operations include competing business lines that generate revenues less than 20% of Section 11(a) the revenues of the business entity or (b) shall not require Executive to return any payment division or benefit previously distributed to Executivehis employer, provided that he exercises broad management responsibilities over aspects of all such businesses and operations of his employer and other executives have primary responsibility for the management of the competing business lines.

Non-Competition. Without During the consent in writing period of Executive’s employment with any member of the BoardCompany Group and through the earlier of (y) July 4, upon 2021 and (z) the execution and effectiveness of a consulting agreement between Executive or an affiliate of Executive's Date , on the one hand, and a member of Termination for any reasonthe Company Group, on the other, Executive will not, for a period of six (6) consecutive calendar months thereafterand will not permit any other Person controlling, acting alone controlled by or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsunder common control, directly or indirectly, during with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and within absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the scope of his employment ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with the Company or in any manner connected with, lend his, her, or its name or any of similar name to, lend his, her or its subsidiaries, to curtail credit or cancel their business with such companies render services or any of them; or (iii) induce, or attempt to influenceadvice to, any employee of Competitive Business anywhere throughout the Company or any of its subsidiaries lower 48 contiguous United States, provided, however, that nothing herein will be deemed to terminate employment. The provisions of subparagraphs (i)prevent Executive from acquiring through market purchases and owning, (ii)solely as an investment, and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more less than one percent (1%) in the aggregate of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree entity that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to derives more than fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation its gross revenues from the conduct of any Competitive Business, whose shares are registered under Section 11(a12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”), and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) shall not require of any such issuer; and provided further, however, that nothing herein will be deemed to prevent Executive to return from acquiring through market purchases and owning, solely as an investment, any payment shares, units or benefit previously distributed to Executiveother interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business or any entity involved in a Competitive Business.

Non-Competition. Without The Seller hereby acknowledges and agrees that (i) the consent in writing Purchaser would not have entered into this Agreement or the License Agreement if the Seller had not agreed to this non-competition covenant; and (ii) Seller has had access to information that is confidential to the Purchaser, which constitutes a valuable, special and unique asset of the BoardPurchaser, upon and with respect to which the Executive's Date Purchaser is entitled to the protections afforded by this Agreement and to the remedies for enforcement of Termination this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for any reason, Executive will not, for enforcement of this Agreement is brought). For a period of six five (65) consecutive calendar months thereafteryears following the Closing Date (the “Covenant Period”), acting alone or in conjunction with othersthe Seller agrees that it will not, directly or indirectly (i) engage (either as ownerthrough any entity or other Person), investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any and shall cause each of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsSubsidiaries not to, directly or indirectly, during and within the scope of his employment with the Company acting alone or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board partnership, as a holder or owner of directors on which Executive is serving on any security, as an employee, agent, advisor, consultant to, independent contractor to, representative, or in any other capacity within North America, South America or Central America (collectively, the Date “Territory”), engage in the Business. Notwithstanding anything else to the contrary in this Agreement, none of Termination (including any successor board thereto) the restrictions or limitations in this Section 6.9 shall be deemed, of itself, applicable to be inconsistent with clause (i) any Person that acquires Seller, by merger, consolidation, sale of all or substantially all of its assets, purchase or other acquisition of a majority of Seller’s outstanding voting securities or otherwise, which Person was not an Affiliate of Seller prior to such acquisition, or (ii) any Person that acquires any of Seller’s assets, whether by purchase or by sale in connection with any reorganization or liquidation of Seller, which Person was not an Affiliate of Seller prior to such acquisition. Seller agrees that it will not (directly or indirectly through any entity or other Person), and shall cause each of its Subsidiaries not to, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, representative, or in any other capacity (i) cause or attempt to cause to leave the employment or service of the Purchaser or its Subsidiaries, any person who is then employed by the Purchaser or its Subsidiaries in a business unit that engages in the Business, provided that the foregoing shall not be deemed to prevent general employment solicitations by Seller, or (ii) request that any such person, or any agent or independent contractor of the Purchaser or its Subsidiaries curtail or cancel its business or refrain from doing business with the Purchaser or its Subsidiaries. For purposes of this paragraph Section 6.9(c), “Subsidiaries” of Purchaser shall include (a)i) those Subsidiaries of Purchase whose corporate name includes the name “Kawasaki,” (ii) those Subsidiaries of Purchaser that Purchaser has informed Seller in writing are Subsidiaries of Purchaser and (iii) those Subsidiaries of Purchaser that Seller is aware are Subsidiaries of Purchaser. Without limiting the generality of the provisions of this Section 6.9, the Seller shall be deemed to be carrying on or engaged in a particular business if it (whether alone or in association with one or more other Persons) is a partner, owner, stockholder, independent contractor or joint venturer of, or a consultant or lender to, or an investor in any manner in, any Person who or which is directly engaged in the Business. Notwithstanding the foregoing provisions of this Section 6.9, the Seller may own, solely as an investment, securities if the Seller (A) is not an Affiliate of the issuer of such securities and (B) does not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part. The Executive Seller acknowledges and the Company agree agrees that the value limitations imposed by this non-competition covenant as to be assigned time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the obligations goodwill or other business interest of the Executive under this paragraph Purchaser. If any court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) is an amount equal to fifty percent (50%) the validity and enforceability of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall not require Executive be severed and/or reformed by the court to return any payment reduce there duration or benefit previously distributed scope so as to Executiverender the same enforceable against Seller, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

Non-Competition. Without In consideration for the compensation and benefits provided for by this Agreement, as affected by the provisions of Section 4(e) above, without the consent in writing of the BoardBoard of Directors of Bank, upon the Executive's Date of Termination which may be withheld by Bank for any reasonreason or no reason in Bank’s sole discretion, Executive will not, for a at any time that Executive shall be employed by Bank, or at any time during the period of six eighteen (618) consecutive calendar months thereafterfollowing Executive’s Date of Termination during the Protected Period, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business of any bank, bank holding company, savings bank, savings and loan association, savings and loan holding company, or other institution engaged in the continental United States which is business of accepting deposits and/or making loans, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business or maintains an office within a material business conducted by thirty (30) mile radius of the Company Bank’s headquarters at 00 Xxxxx Xxxxxx, Xxxxxxxxx, XX; (ii) solicit or otherwise induce any customer of Bank or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, affiliates to curtail or cancel their business with such companies Bank or any such affiliate; (iii) solicit or otherwise induce or attempt to influence any employee of themBank or any affiliate to terminate employment; or (iiiiv) inducesolicit, hire or retain as an employee or independent contractor, or attempt to influenceassist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the twelve months prior to the Date of Termination was an employee of the Company Bank or any such affiliate; provided, however, that activities engaged in by Executive by or on behalf of its subsidiaries to terminate employmentBank are not restricted by this covenant. The provisions of subparagraphs clauses (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments commitments, each independent of each of the other subparagraphs. It is agreed that the ownership by Executive of not more than one percent (1%) of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 8(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without The Employee acknowledges that the consent in writing services to --------------- be rendered by him to the Company are of a special and unique character. In consideration of his employment hereunder, the Employee agrees, for the benefit of the BoardCompany, upon the Executive's Date of Termination for any reason, Executive that he will not, for a during the period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company and thereafter for a period (the "Period") of two (2) years commencing on the date of termination of his employment with the Company (other than a termination by the Employee for Good Reason or by the Company not for Due Cause, in which case, the Period shall be the remainder of the Term following the date of such termination), (a) engage, directly or indirectly, whether as principal, agent, distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than an investment of not more than (i) five percent (5%) of the stock or equity of any corporation the capital stock of its subsidiaries, to curtail or cancel their business with such companies or any of them; which is publicly traded or (iiiii) inducefive percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any business activity or attempt business venture which is in competition with the Business (as defined in the Purchase Agreement), it being understood and agreed that ownership or operation of the business presently conducted by Creative Retailers, Inc. shall not be prohibited by this Section 9, (b) solicit or entice or endeavor to influence, any employee of solicit or entice away from the Company or any member of its subsidiaries to terminate employment. The provisions the Norton Group any person who was an officer, employee or consultant of subparagraphs (i)the Company, (ii)either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the Company, and (iii) above are separate and distinct commitments independent of each the Employee agrees not to employ, directly or indirectly, any person who was an officer or employee of the other subparagraphs. It is agreed that Company, or (c) solicit or entice or endeavor to solicit or entice away from the ownership of not more than one percent Company any supplier or customer of the equity securities of Company, either for his own account or for any company having securities listed on an exchange individual, firm or regularly traded corporation, which, in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as any case would have a member of a board of directors on which Executive is serving significant detrimental effect on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations business of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveCompany.

Non-Competition. Without Each Founder hereby covenants and undertakes that he shall devote one hundred percent (100%) of his working time and attention to the consent in writing business of the BoardGroup Companies, upon and use his best efforts to develop the Executive's Date business and care for the interests of Termination for any reasonthe Group Companies, Executive will until the first anniversary of the Company’s IPO unless otherwise approved by the Majority Preferred Holders, and shall not, for a period without the prior written consent of six (6) consecutive calendar months thereafterthe Majority Preferred Holders, acting alone either on his own account or through any of his Affiliates, or in conjunction with othersor on behalf of any other Person, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipspossess, directly or indirectly, during the power to direct or cause the direction of the management and within business operation of any entity that may compete with any Group Company whether (A) through the scope ownership of his employment with any equity interest in such entity, or (B) by occupying half or more of the Company board seats of the entity; or (C) by contract, agreements or otherwise; or (ii) devote time to carry out the business operation of any of its subsidiaries, to curtail other entity or cancel their business with such companies serve as an officer or employee in any of themother entity; or (iii) induceserve as a director or consultant in any other entity, or attempt to influence, any employee unless (A) such Founder promptly informs all the Investors of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii)his role in such entity, and (iiiB) above are separate such Founder acts in good faith to ensure his role in such entity would not cause material adverse effect to the Group Companies. Each Founder hereby further covenants and distinct commitments independent undertakes that, except for purchase of each publicly traded securities up to 1% of the other subparagraphs. It is agreed that total shares of a listed company on a public capital market, unless conducted through the ownership of not more than one percent Group Companies or upon the prior written consent of the Majority Preferred Holders, during the greater of (i) the period when such Founder holds any office with any Group Company; and (ii) the period when such Founder holds any direct or indirect equity securities interest in any Group Company, and for a further period of any company having securities listed on an exchange or regularly traded in the over-the-counter market twenty four (24) months thereafter, such Founder shall not, of itselfdirectly or indirectly through any Affiliate or associate, own, manage, be deemed inconsistent engaged in, operate, Control, or work for any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutivePrincipal Business.

Non-Competition. Without Employee acknowledges that her services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the consent loss of which cannot adequately be compensated by damages in writing an action at law. In view of the Boardunique value to Company of the services of Employee for which Company has contracted hereunder, upon and because of the Executiveconfidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's Date of Termination for any reason, Executive will not, employment hereunder and for a period of six one (61) consecutive calendar months thereafteryear after she ceases to be employed by Company, acting alone or in conjunction with others, Employee shall not (a) directly or indirectly indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of her employment by Company hereunder; (ib) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor in or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipscarry on, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiarieseither for herself, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board partnership, or as a stockholder (except as limited partner or stockholder of directors on which Executive less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, or consultant of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), any business that competes with any operations of the Company within an one hundred (100)-mile radius of any geographic area where Company is serving on actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. Employee may elect, by providing written notice to the Date of Termination (including any successor board thereto) be deemed, of itselfCompany, to be inconsistent with clause (i) shorten the term of this paragraph non-compete to six (a). The Executive and 6) months, provided, however, in that event, the Company agree that the value Company's obligation to be assigned pay severance pay to the obligations of the Executive under this paragraph (a) is Employee pursuant to Section 1.5.2 shall be reduced to an amount equal to fifty percent six (50%6) of Executive's Annual months Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveSalary.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by she has been directly engaged on behalf of the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedaffiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without (a) During any period in which the consent in writing Executive serves as an employee of CompBenefits and for the Boardgreater of (i) the period Executive continues to receive Severance Pay, upon or (ii) a period of one (1) year after the date of termination of the Executive's Date employment at any time, regardless of Termination for any reasonthe circumstances thereof, the Executive will shall not, for a period without the express written consent of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsCompBenefits, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any Person other than CompBenefits and its Affiliates whose activities, products, and/or services are in the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during and within the scope period set forth above from (i) hiring or attempting to hire for or on behalf of his employment with any Person in the Company Designated Industry any officer or Employee of CompBenefits or any of its subsidiariesAffiliates, (ii) encouraging for or on behalf of any such Person in the Designated Industry any officer or Employee to curtail terminate her or cancel their business her relationship or employment with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company CompBenefits or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i)Affiliates, (ii), and (iii) above soliciting for or on behalf of any such Person in the Designated Industry any customer of CompBenefits or any of its Affiliates and (iv) diverting to any such Person in the Designated Industry any customer of CompBenefits or any of its Affiliates; provided, however, that nothing herein shall be construed as preventing the Executive from making passive investments in a Person in the Designated Industry if the securities of such Person are separate publicly traded and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more such investment constitutes less than one five percent of the outstanding shares of capital stock or comparable equity securities interests of any company having securities listed on an exchange or regularly traded in such Person. As of the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) date of this paragraph (a)Agreement, neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which the Executive is serving on the Date not performing any other duties for, and is not a party to any similar agreement with, any Person competing with CompBenefits or any of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveits affiliates.

Non-Competition. Without (a) Until the consent in writing earlier to occur of (w) the date BHGE, together with its Affiliates, no longer beneficially owns at least 20% of the Boardoutstanding Company Shares, upon (x) a merger or consolidation of the Executive's Date Company with any other Person (other than a merger or consolidation in which the Shareholders own a majority by voting power of Termination for any reasonthe outstanding equity interests of the surviving or acquiring company), Executive will not(y) a sale, for lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and (z) the delivery by BHGE of a period notice described in Section 6.1(f), except (i) with respect to their ownership of six Equity Securities in the Company and its Subsidiaries and (6ii) consecutive calendar months thereafteras permitted by this Section 6.1, acting alone or in conjunction with othersneither the Shareholders nor their respective Affiliates shall engage, directly or indirectly (i) engage (either indirectly, as ownera stockholder, investor, manager, operator, member, partner, by contract or otherwise in any Company Principal Business anywhere in the United States of America or Canada. For the avoidance of doubt, the Shareholders and their respective Affiliates are permitted to engage, directly or indirectly, as a stockholder, employerinvestor, employeemanager, consultantoperator, advisor member, partner, by contract or director (other than as below)) otherwise in any the pressure pumping business in the continental Gulf of Mexico or any other geographic location besides on shore (or on land) in the United States which is a material business conducted of America and Canada. This Section 6.1 shall cease to be applicable to any Person upon the date such Person and such Person’s Affiliates are no longer Shareholders. Each Shareholder shall be responsible for any breach of this Section 6.1 by any Affiliate of such Shareholder. For the avoidance of doubt, subject to the other terms and conditions of this Agreement, any Shareholder or its Affiliates may provide products or services to the Company or any of its subsidiaries on the date Subsidiaries. The parties hereto acknowledge and agree that for purposes of this Article VI, any “Affiliate” of (x) GS shall be deemed to include only West Street Energy Partner Funds (“WSEP”) and no other Affiliates of WSEP, including any GS Entities, (y) CSL shall be deemed to include only CSL Capital Management, LLC and its controlled Affiliates and no other Affiliates of CSL Capital Management, LLC and (z) BHGE shall be deemed not to include any member of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveGE Group.

Non-Competition. Without the consent in writing (a) In partial consideration of the Boardpayment of the Purchase Price, upon the Executive's Date of Termination for any reasonas set forth in Section 1.5, Executive will notLCC, LCC AS and Purchaser agree that for a period of six five (65) consecutive calendar months thereafter, acting alone or years after the Closing with respect to the matters set forth in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 7.12(a), neither shall service and for a period of three (whether as an employee, officer, director or consultant3) years with respect to CUNO Incorporatedthe matters set forth in clause (ii) of this Section 7.12(a) (the "Restricted Period"), nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) LCC, LCC AS and their subsidiaries shall not 49 engage, directly or indirectly (including by any independent contractor engaged by or on behalf of this paragraph LCC, LCC AS or any of their subsidiaries), in any Competitive Activities anywhere in the world or, without the prior written consent of Purchaser, directly or indirectly, own more than the Permitted Percentage of the outstanding equity securities in, or manage, operate or control any Competitive Entity, and (aii) any Person who, as of the date hereof, directly or indirectly owns 50% or more of the voting power of LCC or LCC AS (a "Controlling Person"), shall not engage, directly or indirectly (including by any independent contractor engaged by or on behalf of such Person), in any Competitive Activities anywhere in the world or, without the prior written consent of Purchaser, directly or indirectly, own more than the Permitted Percentage of the outstanding equity securities in, or manage, operate or control any Competitive Entity that has a Competitive Activity constituting a Principal Line of Business on the date such Person makes the initial investment in such Competitive Entity or commences activities with respect thereto (the "Commencement Date"). The Executive and the Company agree that the value to be assigned If, subsequent to the obligations Commencement Date, such Competitive Entity engages in a Competitive Activity that constitutes a Principal Line of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary Business, a Controlling Person may only retain a passive investment interest therein and Recent Annual Bonus. Violation of Section 11(a) may not manage, operate or (b) shall not require Executive to return any payment or benefit previously distributed to Executivecontrol such Competitive Entity.

Non-Competition. Without In consideration for (i) this Agreement and the consent payments and benefits provided herein; (ii) the Company’s promise to provide Confidential Information to the Grantee, (iii) the substantial economic investment made by the Company in writing the Confidential Information and the goodwill of the BoardCompany, upon (iv) the Executive's Date Company’s employment of Termination the Grantee, and (v) the compensation and other benefits provided by the Company to the Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Grantee agrees to the following restrictive covenants and the covenants set forth in Sections 10(c), (d), (e), and (f). During the Grantee’s employment and for any reasona twelve (12) month period subsequent to the date of the Grantee’s termination of employment (the “Restricted Period”), Executive the Grantee agrees he or she will not, for a period directly or indirectly, absent the express, written consent of six the Chief Executive Officer of the Company (6the “CEO”) consecutive calendar months thereafteror the Chairman of the Committee (the “Chairman”), acting alone or in conjunction with otherseither of their respective designees, become or serve as, directly or indirectly (i) engage (either as indirectly, a director, officer, employee, owner, investor, partner, stockholderadvisor, employeragent, employeeor consultant with, consultantor engage in, advisor any business that manufactures, provides or director (sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and all other than as below)) products and services provided, or seriously pursued, by the Company or its Affiliates during the period from the Date of Grant through the date of the Grantee’s termination of employment, in any business state, or similar geographic territory, in the continental United States which is a material business conducted by the Company or any of its subsidiaries on Affiliates operate as of the date of the consummation Grantee’s termination of employment and for which the Grantee performed services, had responsibility or received Confidential Information (“Restricted Territory”). Further, for a Change twelve (12) month period after the Grantee’s termination of Control employment, the Grantee agrees not to serve as a consulting or testifying expert for any third party in which he has been directly engagedany legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the Company, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted unless called to do so by the Company or an Affiliate. The Grantee agrees to notify the CEO in writing, with a copy of such notice to the Chairman, in the event the Grantee accepts employment or service of any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce nature with any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsperson, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) inducebusiness, or attempt to influence, any employee of entity during the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveRestricted Period.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not(a) Except as set forth below, for a period of six three years after the Closing Date (6) consecutive calendar months thereafterthe “Restricted Period”), acting alone or in conjunction with othersthe Seller and its Affiliates shall not engage, directly or indirectly indirectly, in the wholesale food and non-food distribution business (ithe “Covered Business”) engage in Indiana, Ohio, Michigan (either other than the Upper Peninsula of Michigan) or Kentucky (the “Covered Territory”) or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as owneran officer, investoremployee, partner, stockholder, employerconsultant or otherwise, employee, consultant, advisor or director (other than as below)) in any business Person that competes with the Purchased Distribution Centers in the continental United States Covered Territory; provided, however, that, for the purposes of this Section 5.06, ownership of securities having no more than five percent of the outstanding voting power of any competitor which is a material are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.06 as long as the Person owning such securities has no other connection or relationship with such competitor; and provided, further that this Section 5.06(a) shall not apply to any retail food or non-food business conducted owned or operated by the Company Seller or any of its subsidiaries on Affiliates. Notwithstanding the date foregoing, this Section 5.06(a) shall not prohibit any Person that acquires (1) all of the consummation capital stock of a Change of Control in which he has been directly engagedthe Seller, or has supervised as an executive, on the date any Affiliate of the consummation Seller that directly or indirectly participates in the conduct of the Change Purchased Business, or (2) all or substantially all of Control and which is directly the assets of the Seller or of any of such Affiliates from engaging in competition with a material business conducted by the Company Covered Business in the Covered Territory, provided that such purchaser shall not use any of the assets or employees of the Seller or any of its subsidiaries on the date Affiliates as of the consummation Closing Date, including any Confidential Information, to engage in the Covered Business in the Covered Territories for the remainder of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employmentRestricted Period. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b5.06(a) shall not require Executive to return any payment or benefit previously distributed to Executiveapply following a change of control of the Seller, as such term is defined in Section 5.06(a) of the Disclosure Schedule.

Non-Competition. Without (a) The Executive agrees and acknowledges that, in connection with her employment with the consent Company, she will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. The Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in writing any subsequent employment with a competitor of the BoardCompany in any position comparable to the position she holds with the Company under this Agreement. In consideration of her employment with the Company pursuant to this Agreement, upon and other good and valuable consideration, the Executive's Date receipt of Termination which is hereby acknowledged, the Executive agrees that, while she is in the employ of the Company and for a one (1) year period after the effective date of termination of her employment for any reason, Executive will she shall not, for a period either on her own behalf or on behalf of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersany third party, directly or indirectly (i) engage (either indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as owner, investora proprietor, partner, stockholder, employerofficer, employeedirector, consultantprincipal, advisor agent, representative, joint venturer, investor, lender, consultant or director (other than as below)) otherwise with, or use or permit her name to be used in connection with, any business or enterprise engaged directly or indirectly in the continental United States which is a material competition with any business conducted or contemplated by the Company at any time during the twelve (12) month period leading up to the termination and any other business engaged in or any of its subsidiaries on contemplated by the date of Company that the consummation of a Change of Control in which he Executive is or has been directly engaged, involved with or has supervised as an executive, on business plans to enter during the date twelve (12) month period leading up to the termination of the consummation of Executive’s employment (the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i“Business”), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one percent (1%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned registered pursuant to the obligations Securities Exchange Act of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive1934, as amended.

Non-Competition. Without the consent in writing As a part of the Boardinducement to Buyer to enter into this Agreement, upon the Executive's Date of Termination for any reason, Executive will not, Company and the Shareholders hereby agree that for a period of six five (65) consecutive calendar months thereafteryears (the “Covenant Term”) from the Closing Date, acting alone the Company and the Shareholders shall not, nor shall any person then controlled by any of the Shareholders (hereinafter referred to as “Sellers’ Affiliates”), without the prior express written consent of the Buyer: (a) own, manage, operate, control, engage, invest or in conjunction with othersotherwise participate in, directly or indirectly (i) engage (either as ownerindirectly, investorany business, partner, stockholder, employer, employee, consultant, advisor firm or director (other than as below)) in any business corporation which is engaged anywhere in the continental Northeast United States which is a material business conducted comprised of the states of New York, New Jersey, Vermont, Massachusetts, Connecticut, Rhode Island, Maine, Ohio and Pennsylvania in the sale or distribution of any Products; (b) solicit, entice, encourage or otherwise induce or attempt to induce, whether by mailing of promotional literature, by use of telephonic or direct personal contact with sales personnel of the Company or Sellers’ Affiliates or sales representatives engaged by any the Company or Sellers’ Affiliates or by any other means solicit, encourage, entice or otherwise induce or attempt to induce any person to purchase from the Company or any of its subsidiaries on Sellers’ Affiliates, any products which compete with the date Products. Ownership or purchase by the Company, any of the consummation Shareholders and Seller’s Affiliates in the aggregate, at or after the time of a Change Closing, of Control in which he has been directly engaged, or has supervised as an executive, on the date less than 5% of the consummation issued and outstanding capital stock of any enterprise engaged in the Change production or sale of Control and products which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment compete with the Company or any of its subsidiariesProducts, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities which are listed on an a national securities exchange or regularly traded included in the national list of over-the-counter market securities shall not, of itself, not be deemed inconsistent with clause a violation of this Section 7.12 nor shall the Company’s or ADSI’s performance of any Contract which cannot be assigned hereunder or (c) directly or indirectly, either individually or on behalf of any other person or entity, do any of the following: (i) solicit, encourage, or induce customers, prospective customers, suppliers, prospective suppliers, independent contractors, licensees, licensors, or other business relationship of the Company or ADSI to reduce or terminate their relationships with the Company or ADSI, as applicable, or (ii) contact, approach, or solicit any business relationship of the Company or ADSI for the purpose or effect of interfering with their relationship with the Company or ADSI. Upon breach by the Company, any of the Shareholders or any of Sellers’ Affiliates of any provision of this paragraph (a)Section 7.12, neither Buyer shall service (whether be entitled to seek injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as an employee, officer, director or consultant) with respect may be available to CUNO Incorporated, nor shall service as it. In the event any of the provisions of this Section 7.12 is determined by a member court of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, competent jurisdiction to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value contrary to any applicable statute, Law, or for any reason to be assigned unenforceable as written, such court may modify any of such provisions so as to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivepermit enforcement thereof as thus modified.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedengaged on behalf of the Company or any affiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time during the Term and for a period of six (6) consecutive calendar months thereaftertwo years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor advisor, or director (other than as below)director) in any business in the continental United States which is a material business conducted by she has been directly engaged on behalf of the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedaffiliate, or has supervised as an executiveexecutive thereof, on during the date of the consummation of the Change of Control and last two years prior to such termination, or which is directly was engaged in competition with a material business conducted or planned by the Company or an affiliate at the time of such termination, in any of its subsidiaries on the date of the consummation of the Change of Controlgeographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its subsidiariesaffiliates, to curtail or cancel their business with such companies the Company or any of themsuch affiliate; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iiiiv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (aSection 10(a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing Each of the BoardSellers understands that Buyer shall be entitled to protect and preserve the going concern value of the business of Target and its Subsidiaries to the extent permitted by Law and that Buyer would not have entered into this Agreement absent the provisions of this Section 6(d)(i) and, upon the Executive's Date of Termination for any reason, Executive will nottherefore, for a period of six from the Closing Date until two (62) consecutive calendar months thereafteryears after such time (the “Restricted Period”), acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipseach Seller shall not, directly or indirectly, during and within (A) engage in activities or businesses, or establish any new businesses (in each case whether as an owner, officer, director, manager, partner, employee, independent contractor, consultant or otherwise), that provides automobile or truck financing loans, or otherwise assists in the scope provision of his employment or arranges for automobile or truck financing loans, primarily to United States military personnel (whether in the United States or elsewhere), or otherwise competes with the Company business conducted by the Target as of the Closing Date or as contemplated to be conducted by Target or its Subsidiaries as set forth in the Confidential Memorandum, or (B) influence or attempt to influence any supplier, licensor, licensee, strategic partner, distributor or customer to terminate or modify any Contract (or any course of dealing thereunder) with Target or any of its subsidiariesSubsidiaries (collectively, “Competitive Activities”); provided, however, the foregoing provisions shall not prohibit (x) any Seller from owning up to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee 2% of the Company or outstanding voting securities of a publicly-traded company so long as neither such Seller, nor any of its subsidiaries Affiliates, seeks to terminate employment. The provisions of subparagraphs (i)influence or control, or is otherwise involved as an officer, director, manager or employee of, or independent contractor or consultant to, such publicly-traded company, (ii), and (iiiy) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not one or more than one percent of the equity securities of automobile dealers or dealerships by any company having securities listed on an exchange Seller, or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (iz) of this paragraph (a), neither shall service (whether Xxxxxx from performing services as an employee, officer, director employee of Target or consultant) with respect to CUNO Incorporated, nor shall service as a member its Affiliates after the Closing Date on behalf of a board of directors on Target and its Affiliates which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivecould constitute Competitive Activities.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six eighteen (618) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without The Stockholder agrees that for the consent in writing period commencing at the Closing and expiring on the later of (a) the second anniversary of the BoardClosing and (b) the date that is one year after the first date on which the Stockholder ceases to Beneficially Own shares representing less than the applicable Ownership Threshold or ceases to have a right to designate a Stockholder Designee or successor thereto on the Board (a) (including because the Stockholder has unilaterally irrevocably relinquished its right to appoint such designee), upon the Executive's Date neither it nor any of Termination for any reasonits Affiliates shall, Executive will noteither directly or indirectly, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedBusiness, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of act as a reseller, agent or distributor in the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsUnited States for anyone engaged, directly or indirectly, during and within alone or with others, in the scope of his employment with the Company or any of its subsidiariesBusiness, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee act as a mobile virtual network operator in the United States (each of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), ) and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service a “Competing Business”), (iv) own an interest in (whether as an employeea stockholder, officermember or partner, director but in each case excluding any such interest not exceeding 5% of any class of security), or consultant) manage, operate, or control, or participate in or be connected with respect to CUNO Incorporated, nor shall service as a member director, any Person engaged in a Competing Business (other than the Company and its Affiliates), or (v) manufacture, market or distribute, or allow the manufacturing, marketing or distributing of, any products or services under, or use in any way, the Business Marks in the United States in connection with the Business, other than by the Company and its Affiliates in accordance with the terms of the Acquisition Agreement (or any license agreements entered into pursuant to Section 4.21 or Section 4.22 of the Acquisition Agreement); provided that, notwithstanding the foregoing, for three years after the closing of the Acquisition, neither the Stockholder nor its Subsidiaries shall sell, market or provide products or services to customers in the United States under the name “T-Mobile”; provided, further, that the foregoing shall not prohibit (x) customers of the Stockholder and its Affiliates outside of the United States from receiving roaming services in the United States or (y) businesses of Seller or its Subsidiaries (other than the Company and its Subsidiaries) that are located outside of the United States and are, as of the date hereof, engaging in activities described in the definition of Business with customers in the United States, from continuing to engage in such activities, provided, that such products and services are not direct substitutes for wireless voice and data services. If the final judgment of a board court of directors on which Executive is serving on the Date of Termination (including competent jurisdiction declares that any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) term or provision of this paragraph (a). The Executive and Section 7.1 is invalid or unenforceable, the Company parties hereto agree that the value court making the determination of invalidity or unenforceability will have the power to be assigned to and shall reduce the obligations scope, duration, or area of the Executive under term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this paragraph (a) is an amount equal to fifty percent (50%) Agreement will be enforceable as so modified after the expiration of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivethe time within which the judgment may be appealed.

Non-Competition. Without Each Shareholder severally agrees and covenants that each Shareholder shall not, without the prior written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsPurchaser, directly or indirectly, during and anywhere within the scope territory in which the Purchaser or FFM conducts its real estate mortgage and lending business (the "Restricted Territory") for a period from the date hereof until three (3) years following the date hereof: (1) form, acquire, finance, assist, support, or become associated as an employee, agent, partner, shareholder, coventurer or otherwise, directly or indirectly, with, or engage in, a business which is similar to the FFM's real estate mortgage and lending business (including, but not limited to those states that it is licensed to do business) (any such business is hereinafter referred to as a "Competitive Business"); (2) for the purpose of his employment conducting or engaging in any Competitive Business, call upon, solicit, advise or otherwise do, or attempt to do business with any suppliers, customers or accounts of FFM and Purchaser or take away or interfere or attempt to interfere with any customer, trade, business or patronage of FFM and Purchaser; or (3) interfere with or attempt to interfere with or hire any officers, employees, representatives or agents of FFM or Purchaser, or any of the Company Purchaser's subsidiaries or affiliates, or induce or attempt to induce any of them to leave the employ of FFM or Purchaser or any of the Purchaser's subsidiaries or affiliates, or violate the terms of their contract with any of them. Each Shareholder shall not use or disclose, after the date hereof, any proprietary information or know-how of FFM in any Competitive Business. In the event of a breach or a threatened breach by a Shaerholder or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) affiliates of this paragraph (a)Section 10.1, neither the FFM and Purchaer shall service (whether as be entitled to an employeeinjunction restraining such breach without posting bond, officer, director but nothing herein shall be construed to prohibit FFM and Purchaser from pursuing any remedy available to FFM and Purchaser for such breach or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesuch threatened breach.

Non-Competition. Without (1) Until the consent in writing third anniversary of the BoardClosing Date, upon neither the Executive's Date of Termination for Transferor nor any reasonShareholder shall, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone anywhere in North America or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsEurope, directly or indirectly, during and within alone or in association with any other Person, firm, corporation or other business organization (i) acquire or own in any manner, any interest in any Person that is engaged in any facet of the scope Business, (ii) engage in any facet of his employment the Business or compete in any way with the Company or any of its subsidiariesBusiness, to curtail or cancel their business with such companies or any of them; or (iii) inducebe employed in any capacity by, serve as an employee of, or attempt to influenceconsultant or advisor to, or otherwise participate in the management or operation of, any Person that (x) engages in any facet of the Business, or (y) competes with the Business in any way; provided, however, that notwithstanding the foregoing, so long as any of the Shareholders is employed by the Transferee or any Affiliate of the Transferee, the Transferor, the Shareholders and the Affiliates of the foregoing (collectively and not individually) may own up to 2% of the voting securities of any publicly-traded company. In the case of any Shareholder who becomes an employee of the Company Transferee or any affiliate of its subsidiaries to terminate employment. The provisions of subparagraphs the Transferee contemporaneously with the Closing, in the event that such Shareholder (i), (ii)) ceases to be employed by the Transferee or any affiliate of the Transferee, and (iiiii) above are separate ceases to receive compensation at the rate provided in the applicable employment agreement, then such Shareholder or any Affiliate thereof (collectively and distinct commitments independent of each not individually) may own up to 50% of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity voting securities of any company having securities listed on an exchange or regularly traded Person that is not directly competing with the Business at the time of such investment and that has no current plans to be directly competitive with the Business. Subject to the first sentence of this section 7.7(a), in the over-the-counter market shall notcase of any other Shareholder, such Shareholder or any Affiliate thereof (collectively and not individually) may own up to 50% of itself, be deemed inconsistent the voting securities of any Person that is not directly competing with clause (i) the Business at the time of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, such investment and that has no current plans to be inconsistent directly competitive with clause (i) of this paragraph (a)the Business. The Executive Shareholder or Shareholders making any such investment shall notify the Transferee in writing in advance of such proposed investment and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) Transferee shall not require Executive to return any payment or benefit previously distributed to Executive.respond within

Non-Competition. Without (a) In order to induce Purchaser to enter into this Agreement, and subject to the consent in writing of the Boardexceptions set forth herein, upon the Executive's Date of Termination for any reason, Executive will notSeller expressly covenants and agrees that, for a period of six five (65) consecutive calendar months thereafteryears from and after the Closing Date, acting alone (i) neither Seller nor any of its Affiliates shall without the prior express written consent of Purchaser (A) own, manage, operate or in conjunction with otherscontrol, either within or outside the Territory, any business, individual, partnership, firm, corporation or other entity which is engaged, directly or indirectly indirectly, in the Business of the Company or any Subsidiary within the Territory or (iB) engage interfere or attempt to interfere with any business relationship between any third party and Purchaser or any of its Affiliates in connection with Purchaser's or its Affiliates' engaging in the Business of the Company or any Subsidiary within the Territory including, without limitation, the solicitation or acceptance of any work or engagement from any Person or any Affiliate of such Person who was a client of the Company or any Subsidiary within the eighteen (either as owner18) month period immediately preceding the Closing Date, investor, partner, stockholder, employeror (ii) solicit or encourage any officer, employee, consultant, advisor consultant or director (other than as below)) in any business in the continental United States which is a material business conducted agent employed or exclusively retained by the Company or any of its subsidiaries Subsidiary on the date Closing Date to leave the employ or exclusive retention of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on such Subsidiary, as the date of the consummation of the Change of Control; (ii) induce any customers case may be, other than through a general solicitation that does not specifically target employees or consultants of the Company or any Subsidiary; provided, -------- however, that nothing in this Section 7.8 shall limit, prohibit or restrict ------- ----------- Seller or any of its subsidiaries with whom Executive has had contacts Affiliates from carrying out any of the activities listed on Schedule 7.8 hereto or relationshipsfrom owning, directly or indirectly, during ------------- solely as an investment, publicly-traded securities of an entity which engages in the Business if Seller and within the scope of his employment with the Company or any of its subsidiariesAffiliates do not, to curtail or cancel their business with such companies or any of them; or (iii) inducecollectively, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not own more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty five percent (505%) of Executive's Annual Base Salary any class of securities of such entity. For the avoidance of doubt, notwithstanding anything herein to the contrary, the parties agree that, because Purchaser has entered into, or will enter into, separate employment agreements (containing non-competition agreements) with the individuals whose activities Purchaser wishes to restrict, this Section 7.8 applies only to entities and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivenatural ----------- persons.

Non-Competition. Without Each of Seller and Parent hereby expressly acknowledges (i) Xxxxx’s substantial investment in the consent in writing Business and the Sale Assets and the transactions contemplated by this Agreement (including the goodwill inherent therein) and (ii) that each of them will receive substantial benefit from the sale of the BoardSale Assets hereunder. Each of Seller and Parent further acknowledges and agrees that the covenants, restrictions and obligations contained in this Section 8.2 are a material inducement to Buyer to enter into this Agreement, and Buyer is doing so in reliance upon the Executive's Date each of Termination for any reasonSeller and Parent agreeing to be bound by such covenants, Executive will not, for restrictions and obligations. For a period of six five (65) consecutive calendar months thereafteryears from and after the Closing Date (the “Restricted Period“), acting alone or in conjunction with othersneither Seller nor Parent, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or nor any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedtheir respective Affiliates, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsshall, directly or indirectly, during and (i) engage in or assist others in engaging in the Business or any business that, directly or indirectly competes with the Business, anywhere within the scope of his employment United States or any other jurisdiction in which the Business currently operates (the “Territory“) at any time during the Restricted Period; (ii) own, manage, operate, assist, join, control or participate in the ownership, management, operation or control of, or be connected as an owner, shareholder, member, manager, director, partner, employee or independent contractor or otherwise with, any business anywhere in the Territory that directly or indirectly, competes with the Company or any Business regardless of its subsidiaries, to curtail or cancel their business with the channel through which such companies or any competition occurs and regardless of themthe persons whom such competition targets; or (iii) inducecause, induce or encourage any material actual or prospective client, strategic partner, customer, vendor, supplier, consultant, contractor, licensee or licensor of the Business (including any existing client Asset Purchase Agreement Salem Church Products or customer of Seller and any person or entity that becomes a client or customer of the Business after the Closing, only to the extent that Seller is aware that any such Person is a client or customer of the Business after reasonable inquiry), or any other person or entity who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship, or otherwise intentionally interfere with any such material business relationship. During the Restricted Period, neither Seller nor Parent shall directly or indirectly, solicit or entice, or attempt to influencesolicit or entice, any employee clients or customers of the Company Business or potential clients or customers of the Business (only to the extent that a Seller is aware that such person or entity is a potential client or customer of the Business after reasonable inquiry), for purposes of diverting their business or services from the Business. A business that “directly or indirectly competes with the Business” is defined as a business that conducts any of the activities conducted by the Business set forth in the definition of “Business”. Notwithstanding the foregoing, nothing in this Section shall restrict or otherwise limit Seller, Parent, or any of its subsidiaries their respective Affiliates, from continuing their existing operations (other than the Business) in the manner they now conduct their business, including but not limited to terminate employment. The provisions the sale of subparagraphs (i)advertising, (ii)digital marketing services, and (iii) above are separate program time to anyone, or from offering and distinct commitments independent of each providing their services to competitors of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded Business in the over-the-counter market shall not, ordinary course of itself, be deemed inconsistent business provided that such activities do not compete with clause (i) of this paragraph (a), neither shall service (whether the Business as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on defined in the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveprevious sentence.

Non-Competition. Without (i) In order to induce LSAI and LSI to enter into this Agreement and the consent in writing of the BoardEmployment Agreement attached hereto as EXHIBIT A, upon the Executive's Date of Termination for any reason, Executive will notHLI and Xxxxxxxx covenants and agrees that, for a period of six three (63) consecutive calendar months thereafteryears from Closing, acting alone each of HLI and Xxxxxxxx shall not, and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in conjunction any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement within any county in any state in which HLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) to directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisor canvass or director (other than as below)) in otherwise contact or accept any business or transaction from any present or former customer of HLI, or take any action which shall cause the termination or curtailment of the business relationship between HLI or LSAI or LSI and/or its successor or successors and any of their present, future or former customers, including without limitation those customers constituting in whole or in part the continental United States which is HLI Assets relating to a material business conducted by Competitive Business, and (D) to directly or indirectly, without the Company prior written consent of LSAI and LSI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or at any time during such period shall be, an employee of LSAI, LSI or its subsidiary, or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedrespective successors, to terminate or has supervised as an executiverefrain from renewing or extending his or her employment with LSAI or LSI or its subsidiary, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, LSI or its subsidiary. This covenant and agreement is included herein in order to protect the date value of the consummation HLI Assets being acquired by LSAI and LSI pursuant to this Agreement and to assure that LSAI and LSI shall have the full benefit of the Change of Control; (ii) induce any customers value of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveHLI Assets.

Non-Competition. Without (a) Until such date as there is no Stockholder Designee then serving on the consent in writing of Board pursuant to this Agreement, the Board, upon Stockholders and the Executive's Date of Termination for any reason, Executive will Management Company shall not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersand shall cause their respective controlled Affiliates not to, directly or indirectly indirectly, acquire, hold or otherwise invest in or 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 a 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 from, directly or indirectly, acquiring, holding or otherwise investing in or Beneficially Owning (or causing any of their respective controlled Affiliates to, directly or indirectly, acquire, hold or otherwise invest in or Beneficially Own) (i) engage any securities or assets of any Person through any employee benefit plan or pension plan, (ii) securities of any Competitor 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 (iii) any securities of any Person or any assets that, in either as ownercase, investor, partner, stockholder, employer, employee, consultant, advisor are disposed of by a Competitor in a divesture or director (other than as below)) in any business in similar transaction where such Person or assets so disposed of by the continental United States which Competitor is a material not directly competitive with the business conducted by the Company or any of its subsidiaries and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, not collectively, to each city, county, state and country of the consummation of a Change of Control any geographic area in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any Company Subsidiary conducts its business as of its subsidiaries on the date hereof and shall be severable as to each such city, county, state and country of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphsgeographic area. It is agreed the desire and intent of the parties hereto that the ownership provisions of not more than one percent 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, 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 equity securities of any company having securities listed on an exchange or regularly traded in parties hereto that the over-the-counter market foregoing restrictions shall notnot be terminated, of itselfunless so terminated by a court, but shall be deemed inconsistent with clause (i) of this paragraph (a)amended to the extent required to render them valid and enforceable, neither shall service (whether as an employee, officer, director or consultant) such amendment to apply only with respect to CUNO Incorporatedthe operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, nor shall service as a member of a board of directors on which Executive is serving on if the Date of Termination (including any successor board thereto) be deemedStockholder Designees resign from the Board for the purpose, in whole or in part, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive the Stockholders and the Management Company agree that the value to be assigned (and each of their respective controlled Affiliates) no longer being subject to the obligations restrictions set forth in this Section 4.4, the right of the Executive under this paragraph (a) is an amount equal ACP to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of designate Stockholder Designees pursuant to Section 11(a) or (b) 3.1 shall not require Executive to return any payment or benefit previously distributed to Executivebe terminated permanently.

Non-Competition. Without The Employee acknowledges that the consent in writing services to be rendered by her to the Company are of a special and unique character. In consideration of her employment hereunder, the Employee agrees, for the benefit of the BoardCompany, upon the Executive's Date of Termination for any reason, Executive that she will not, during the period of her employment with the Company and thereafter for a period (the "Period") of six two (62) consecutive calendar months thereafteryears commencing on the date of termination of her employment with the Company (other than a termination by the Employee for Good Reason or by the Company not for Due Cause, acting alone or in conjunction with otherswhich case, the Period shall 31 be the remainder of the Term following the date of such termination), (a) engage, directly or indirectly (i) engage (either indirectly, whether as ownerprincipal, investoragent, distributor, representative, consultant, employee, partner, stockholder, employer, employee, consultant, advisor limited partner or director other investor (other than as below)an investment of not more than (i) five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded or (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any business activity or business venture which is in competition with the Business (as defined in the continental United States which is a material Purchase Agreement), it being understood and agreed that ownership or operation of the business presently conducted by Creative Retailers, Inc. shall not be prohibited by this Section 9, (b) solicit or entice or endeavor to solicit or entice away from the Company or any of its subsidiaries on the date member of the consummation of a Change of Control in which he has been directly engagedNorton Group any person who was an officer, employee or has supervised as an executive, on the date consultant of the consummation Company, either for her own account or for any individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the Change of Control Company, and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsEmployee agrees not to employ, directly or indirectly, during and within the scope of his employment with the Company any person who was an officer or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company, or (c) solicit or entice or endeavor to solicit or entice away from the Company any supplier or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each customer of the other subparagraphs. It is agreed that Company, either for her own account or for any individual, firm or corporation, which, in any case would have a significant detrimental effect on the ownership of not more than one percent business of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveCompany.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six one (61) consecutive calendar months year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty one hundred percent (50100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without During the consent in writing term of the BoardEmployee's employment hereunder and for the Designated Period (as defined below) after termination of the Employee's employment hereunder, upon the Executive's Date of Termination for any reason, Executive Employee will not, for a period of six not (6a) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business anywhere in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engagedworld, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsengage, directly or indirectly, during and within alone or as a shareholder (other than as a holder of less than two percent (2%) of the scope common stock of his employment with any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the Company same or substantially identical business of any of its subsidiariesthe Companies, to curtail or cancel their is directly competitive with, any business with such companies or activity that any of them; the Companies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (iiithe "Designated Industry"), (b) inducedivert to any competitor of any of the Companies any customer of any of the Companies, or attempt to influence, (c) solicit any employee of any of the Company Companies (other than by a general advertisement not directed at the employees of any of the Companies) to leave its employ for alternative employment, or (d) hire or offer employment to any person who was an employee of any of the Companies, or any of its subsidiaries person to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each whom the Employee actually knows any of the other subparagraphs. It is agreed that Companies has offered employment, in either case within 180 days prior to the ownership of not more than one percent date of the equity securities of any company having securities listed on an exchange or regularly traded in Employee's termination. For purposes hereof, the over-the-counter market term "Designated Period" shall not, of itself, be deemed inconsistent with clause mean (i) in all cases other than as set forth in clause (ii) below, two (2) years and (ii) in the case the Employee's employment is terminated pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder, one (1) year. The Employee acknowledges that the provisions of this paragraph (a), neither Section 9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this Section 9 until their expiration and shall service (whether as an employee, officer, director or consultant) not be entitled to any compensation from the Employer with respect to CUNO Incorporated, nor thereto except as provided above. If at any time the provisions of this Section 9 shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, determined to be inconsistent with clause (i) invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this paragraph (a). The Executive Section 9 in consideration for the compensation, severance and the Company agree that the value other benefits to be assigned provided by the Employer to the obligations Employee pursuant to the terms of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveAgreement.

Non-Competition. Without (a) For the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six five years commencing on the Closing Date (6) consecutive calendar months thereafterthe "Relevant Period"), acting each of Sellers agrees that he/she shall not directly or indirectly, alone or in conjunction with othersas an officer, directly or indirectly (i) engage (either as owneragent, investoremployee, partnerdirector, member, manager, stockholder, employer, employee, consultant, advisor partner of or director (investor in any Person other than as below)) in any business in the continental United States which is a material business conducted by the Company Corporation, Purchaser or any of its subsidiaries on Affiliates (except as to the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership acquisition of not more than one two percent of the equity outstanding stock of any corporation the securities of any company having which are traded on a regular basis on a recognized securities listed on an exchange or regularly traded in the over-the-counter market shall notmarkets) own, manage, operate or Control, or participate in the ownership, management, operation or Control of, or work for or permit the use of itselftheir name by, be deemed inconsistent any business or activity which is at the time competitive with clause (i) the business of this paragraph (a)the Corporation, Purchaser or any of its Affiliates as carried on as of the date hereof. In addition to, and not in limitation of, the foregoing, throughout the Relevant Period, neither shall service (whether of Sellers, alone, or as an employeea member, manager, officer, employee or agent of any partnership or limited liability company, or as an officer, agent, employee or director of any corporation (other than the Corporation, Purchaser or consultantits Affiliates) with respect to CUNO Incorporatedshall, nor for himself/herself or for others, solicit or accept business of the nature of that in which any of the Corporation, Purchaser or its Affiliates is then engaged from any Person which shall service as have been a member customer, client or supplier of a board of directors on which Executive is serving on the Date of Termination (including Corporation, Purchaser or its Affiliates at any successor board thereto) be deemed, of itself, time within the two years preceding any such solicitation. While the restrictions set forth above are considered by the parties to be inconsistent with clause (i) reasonable in all the circumstances, it is recognized that restrictions of this paragraph (a). The Executive the nature in question may fail for technical reasons unforeseen, and the Company agree that the value accordingly if any of such restrictions shall be adjudged to be assigned to void as going beyond what is reasonable in all the obligations circumstances for the protection of the Executive under this paragraph interests of Purchaser or any of its Affiliates but would be valid if part of the wording thereof were deleted or the periods (aif any) is an amount equal thereof reduced or the range of activities or areas dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to fifty percent (50%) of Executive's Annual Base Salary make it valid and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveeffective.

Non-Competition. Without (a) Each Seller covenants and agrees that on and after the consent in writing Closing Date, and until the twenty-four (24)-month anniversary of the BoardClosing Date (the "Restricted Period"), upon the Executive's Date of Termination for any reason, Executive will such Seller shall not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsshall cause their respective Affiliates to not, directly or indirectly, during individually or for or with any Person (whether as a consultant, employee, equity or debt holder, officer, director, or otherwise), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless or broadcast communications tower or site within two (2) miles of any Tower Asset (other than the communications tower sites owned by Affiliates and identified in Section 5.12 of the Disclosure Schedule). During the Restricted Period, no Seller nor their respective Affiliates shall (i) solicit, employ, retain as a consultant, interfere with or attempt to entice away from Purchaser, any individual who is, has agreed to be or within twelve (12) months of such solicitation, employment, retention, interference or enticement has been, employed or retained by Purchaser, its Affiliates or any successor to any of the scope foregoing or (ii) engage or participate in any effort or act to induce any customers, suppliers, Associates or independent contractors of his Purchaser, its Affiliates or any successor to any of the foregoing to cease doing business or their association or employment with Purchaser, its Affiliates or any successor to the Company foregoing. The Restricted Period shall be tolled with respect to Sellers and their respective Affiliates during any period of violation of this covenant not to compete by any of them and during any other period required for litigation during which Purchaser seeks to enforce this covenant against any of Sellers or any of its subsidiaries, to curtail or cancel their business with such companies or Affiliates. In the event that any of them; the covenants contained in this Section 5.12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, 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 to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Each Seller acknowledges that both the twenty-four (iii) induce24)-month length of time and the geographic scope set forth in this Section 5.12 are considered by it to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business. The restrictive covenants contained in this Section 5.12 are each covenants independent of any other provision of this Agreement, and the existence of any Claim which any of Sellers may allege against any other party to this Agreement, whether based on this Agreement or attempt to influenceotherwise, any employee shall not prevent the enforcement of these covenants. Each Seller acknowledges that Purchaser is purchasing the goodwill of the Company or and the Business and the covenants contained in this Section 5.12 are essential to the protection of Purchaser's investment in the Company and the Business and that Purchaser would not purchase the Business but for these covenants. Each Seller agrees that a breach by any of its subsidiaries Sellers of this Section 5.12 shall cause irreparable harm to terminate employment. The Purchaser and the Business and that Purchaser's remedies at Law for any breach or threat of breach of the provisions of subparagraphs (i), (ii)this Section 5.12 shall be inadequate, and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on Purchaser shall be entitled to an exchange injunction or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) injunctions to prevent breaches of this paragraph (a)Section 5.12 and to enforce specifically the terms and provisions hereof, neither shall service (whether as an employee, officer, director or consultant) with respect in addition to CUNO Incorporated, nor shall service as a member of a board of directors on any other remedy to which Executive is serving on the Date of Termination (including any successor board thereto) Purchaser may be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executiveentitled at Law.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months two years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the a Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the a Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO IncorporatedCommercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus$ * __________. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. Without the express written consent in writing of Buyer, neither Seller Parent nor any Subsidiary of Seller Parent (the Board“Restricted Parties”) shall, upon at any time during the Executive's five (5) year period following the Closing Date of Termination for any reason(the “Restricted Period”), Executive will notdirectly or indirectly, for a period itself or on behalf of six (6) consecutive calendar months thereafter, acting alone or in conjunction with othersany other Person, directly or indirectly in any jurisdiction worldwide (the “Restricted Area”), (i) own, manage, control or participate in the ownership, management or control of any business, or engage (either in any activity that would be in competition with the Business as ownerit existed as of the Closing Date, investorwhether as an employer, proprietor, partner, stockholder, employertrustee, beneficiary, owner, joint venturer, investor, independent contractor, consultant, agent, lender, adviser or sales representative or (ii) take any action that is designed, intended or reasonably likely to have the effect of discouraging any customer, supplier, vendor, licensor, lessor, agent, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company independent contractor or any of other Person under contract or otherwise associated or doing business with the Business from maintaining the same business relationships with Buyer, its subsidiaries on Subsidiaries (including the date of Company, Akos and their respective Subsidiaries) and their respective Affiliates after the consummation of a Change of Control in which he has been directly engagedClosing as it maintained prior to the Closing; provided that the Restricted Period with respect to the Akos Business shall be two (2) years and the Restricted Area shall be limited to the United Kingdom. Notwithstanding the foregoing, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsRestricted Party may own, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiariessolely as an investment, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having Person traded on any national securities listed on an exchange if such Restricted Party individually, and the Restricted Parties taken as a whole, are not a controlling Person of, or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board group which controls, such Person and does not, directly or indirectly, own 5% or more of directors on which Executive is serving on the Date any class of Termination (including any successor board thereto) be deemed, securities of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivesuch Person.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted Unless otherwise agreed by the Company or any of its subsidiaries on the date and subject to Section 12(d), each of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executiveMembers and Reckson, on the date behalf of the consummation of the Change of Control itself and which is directly in competition its respective Affiliates, hereby severally warrants, covenants and agrees with a material business conducted by the Company or any of and each other Member and Reckson that neither it nor its subsidiaries on Affiliates will, during the date of the consummation of the Change of Control; applicable Restrictive Covenant Period (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsas defined below), directly or indirectly, during without the prior written consent of the Company and within the scope of his employment each Member and Reckson, engage in or be interested in any business which is competitive with the Company's Business in the localities where the Company has active operations pursuant to the Plan for the Company nor during such period shall it or any of its subsidiariesAffiliates retain or hire (on behalf of itself or any other person) any person who is or was an employee, consultant or agent of the Company (other than any such person whose duties do not include activities that are material to curtail the management, administration or cancel their business with such companies operations of the Company's Business) unless that person was in the employ of, or a consultant or agent of, the Member, Reckson or any of themtheir respective Affiliates prior to being so for the Company. For the purposes of this Agreement, a party shall be deemed to be directly or indirectly interested in a business if such party is or shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, member, individual proprietor, lender, investor, consultant or otherwise, unless such interest is limited solely to the passive investment ownership of twenty percent (20%) or less of the equity interests or debt of any company, as the case may be. For purposes of this Agreement, the "Restrictive Covenant Period" shall mean the period that commences on the date hereof and expires one (1) year after the date which is the earlier of the date: (i) that such Member no longer holds, or has any beneficial interest in, any membership interest; or (ii) of an IPO or (iii) inducein the case of Reckson, when RSI no longer holds, or attempt to influencehas any beneficial interest in, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivemembership interests.

Non-Competition. Without the consent in writing As a part of the Boardinducement to Buyer to enter into this Agreement, upon the Executive's Date of Termination for any reason, Executive will not, Sellers hereby agree that for a period of six three (63) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly years (ithe "Covenant Term") engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on from the date of the consummation of a Change of Control in which he has been directly engagedhereof, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market Sellers shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member any division of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to Sellers or any corporation which Mark XX xxxectly or indirectly controls the management of or owns more than fifty percent (50%) of Executive's Annual Base Salary the total number of outstanding shares entitled to vote, or their successors and Recent Annual Bonusassigns (hereinafter referred to as "Sellers' Affiliates"), without the prior express written consent of the Buyer, own, manage, operate, or control, directly or indirectly, any business, firm or corporation which is engaged anywhere in the world in the manufacture or sale of any products which are manufactured and sold by the Filter Business prior to the Closing Date (hereinafter the "Products"). Violation Notwithstanding the foregoing, nothing herein shall be deemed to limit or otherwise restrict the rights of Section 11(aany division, subsidiary or affiliate of Mark XX xxxch is not engaged in the 90 97 Filter Business from continuing, after the Closing Date, to conduct its business in the same manner as such business was conducted prior to the Closing Date. Ownership or purchase by Mark XX xx any of its direct or indirect subsidiaries at or after the time of Closing, of less than five percent (5%) of the issued and outstanding capital stock of any enterprise engaged in the production or (b) sale of Products, the securities of which are listed on a national securities exchange or included in the national list of over-the-counter securities, shall not require Executive be deemed a violation of this Section 6.06. In addition, Sellers shall not be deemed to return be in violation of this Section 6.06 in the event that, following the Closing Date, Sellers or any payment of Sellers' Affiliates acquires substantially all the assets of any person, firm or benefit previously distributed corporation or a majority of the issued and outstanding capital stock of any corporation and, following such acquisition, less than fifteen percent (15%) of the total annual sales of any such acquired company is attributable to Executivesales of Products. Upon breach by Sellers or Sellers' Affiliates of any provision of this Section 6.06, Buyer shall be entitled to injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as may be available to it. In the event any of the provisions of this Section 6.06 are determined by a court 91 98 of competent jurisdiction to be contrary to any applicable statute, law or rule, or for any reason to be unenforceable as written, such court may modify any of such provisions so as to permit enforcement thereof as thus modified.

Non-Competition. Without The Seller, the consent Executive and the Stockholder acknowledge that in writing order to assure Purchaser that Purchaser will retain the value of the BoardPurchased Assets, upon the Executive's Date Seller, the Executive and the Stockholder agree, on the terms set forth in this Section 7.6, not to utilize their special knowledge of Termination for any reasonthe business of the Seller and their relationships with customers, Executive will notsuppliers and others to compete with ABA, for the Purchaser and their respective Subsidiaries and Affiliates at the time in question. For a period of six five (65) consecutive calendar months thereafteryears beginning on the Closing date, acting each of the Seller, the Executive and the Stockholder and their respective Affiliates at the time of determination, shall not engage or have an interest, anywhere in the United States of America or any other geographic area where ABA or the Purchaser does business at the date hereof or in which its products are marketed at the date hereof (in each case after giving effect to the purchase of the Purchased Assets), alone or in conjunction association with others, directly or indirectly (i) engage (either as ownerprincipal, investorofficer, agent, employee, director, partner, stockholder, employer, employee, consultant, advisor lender or director stockholder (other than except as below)) in any business in the continental United States which is a material business conducted by the Company an employee or consultant of Purchaser or any of its subsidiaries on the date Affiliates or as an owner of two percent (2%) or less of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities stock of any company having securities listed on an a national securities exchange or regularly traded in the over-the-counter market market), or through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any business competitive with or similar to that engaged in by ABA or the Purchaser at the date hereof (in each case after giving effect to the purchase of the Purchased Assets). During the same period, the Seller, the Executive, the Stockholder and their then respective Affiliates shall notnot (except as an employee or consultant of Purchaser or its Affiliates), and shall not permit any of itselftheir respective employees, be deemed inconsistent with clause agents or others then under their control to, directly or indirectly, on behalf of the Seller, the Executive and the Stockholder or any other Person, (i) call upon, accept competitive business from, or solicit the competitive business of this paragraph any Person who is, or who had been at any time during the preceding three (a)3) years, neither shall service (whether as an employee, officer, director a customer or consultant) with respect to CUNO Incorporated, nor shall service as a member supplier of a board of directors on which Executive is serving on the Date of Termination (including Seller or any successor board theretoto the business of the Seller or any such successor, or (ii) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Seller or any successor to the business of the Seller to terminate his or her employment or other relationship with the Seller or such successor, or hire any person who has left the employ of Purchaser or any such successor during the preceding three (3) years. The Seller, the Executive and the Stockholder shall not at any time, directly or indirectly, use or purport to authorize any Person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Seller in connection with any product or service, whether or not such use would be deemedin a business competitive with that of the Seller, of itself, to be inconsistent with clause (i) of this paragraph (a)ABA or the Purchaser. The Executive and the Company agree Stockholder acknowledge that compliance with the value to be assigned to restrictions set forth in this Section 7.6 will not prevent them from earning a livelihood. As used herein, the obligations phrase "competitive business" means any business competitive with the type of business engaged in by the Executive under this paragraph (a) is an amount equal to fifty percent (50%) Seller, ABA, the Purchaser or any of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) their Subsidiaries or (b) shall not require Executive to return any payment or benefit previously distributed to ExecutiveAffiliates at the date hereof.

Non-Competition. Without (a) The Executive agrees and acknowledges that, in connection with his employment with the consent in writing Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. The Executive further acknowledges and agrees that, given the nature of the Boardthis information and trade secrets, upon the Executive's Date of Termination for any reasonit is likely that such information and trade secrets would inevitably be used or revealed, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within in any subsequent employment with a competitor of the scope Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company or any pursuant to this Agreement, and other good and valuable consideration, the receipt of its subsidiarieswhich is hereby acknowledged, to curtail or cancel their business with such companies or any of them; or (iii) inducethe Executive agrees that, or attempt to influence, any employee while he is in the employ of the Company and for a twelve (12) month period after the effective date of termination of his employment for any reason, he shall not, either on his own behalf or on behalf of any of its subsidiaries third party, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant, or otherwise with, or use or permit his name to terminate employment. The provisions of subparagraphs be used in connection with, any business or enterprise engaged directly or indirectly in competition with any business conducted or contemplated by the Company at any time during the twelve (i), 12) month period leading up to the termination and any other business engaged in or contemplated by the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (ii), and (iii12) above are separate and distinct commitments independent of each month period leading up to the termination of the other subparagraphsExecutive’s employment (the “Business”). It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this noncompetition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one two percent (2%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned registered pursuant to the obligations Securities Exchange Act of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive1934, as amended.

Non-Competition. Without (a) While employed hereunder and for the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage one (either 1) year thereafter or (ii) two (2) years after the Termination Date, if this Agreement is terminated earlier and the Employee is entitled to receive compensation and benefits under Section 4.5 (the "Restricted Period"), Employee shall not, unless he receives the prior written consent of the Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as owneran officer, investoremployee, partner, stockholder, employerconsultant or otherwise, any Person which competes with the Company in investing or consulting with small and medium sized businesses in the United States; provided, however, that the foregoing restriction shall apply only to (i) those areas where the Company was actually doing business on the Termination Date and (ii) those areas in respect of which the Company actively and diligently conducted at any time during the 12-month period ended on the Termination Date an analysis to determine whether or not it would commence doing business in such areas but, in the case of each such area, only if the Company (A) retains on the Termination Date a reasonable prospect of doing business in such areas and (B) gives Employee written notice of the name and location of such county within 15 days after the Termination Date and, provided finally, that the foregoing restriction shall not apply to any areas where the Company ceases to actively conduct business. Without limiting the generality of the foregoing, during the Restricted Period, Employee shall not, unless he receives the prior written consent of the Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, consultantpartner, advisor stockholder, consultant or director otherwise, (other than as below)A) any Person (x) which competes with the Company in any business investing or consulting with small and medium sized businesses in the continental United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) which provides or proposes to provide services to any Person which is a material business conducted by client of the Company or any of its subsidiaries on the date as of the consummation of a Change of Control Termination Date or to which the Company has outstanding loans or in which he the Company then has been directly engagedinvestments (including warrants or options), or has supervised as an executive, on the date (B) any potential client of the consummation Company with which the Company has discussed a client, loan or investment relationship within 12 months prior to, as applicable, the end of Employee's employment or the Termination Date. Notwithstanding the foregoing, in the event (i) Employee is entitled to receive compensation and benefits under Section 4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the obligation of the Change Company to pay any future compensation or benefits under Sections 4.5 (a) and (b), but such termination shall not apply to any other provision of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Controlthis Agreement including, without limitation, Section 5.1; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationshipsterminates the Employee for Misconduct, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of themthis Section 5.2(a) shall not apply; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each the Employee terminates his employment without Good Reason, this Section 5.2(a) shall apply for one year from the Closing of the other subparagraphsIPO. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market Nothing under this Section 5.2(a) shall not, of itself, be deemed inconsistent with clause (ito limit the Employee from conducting activities permitted pursuant to Section 2.3(c) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require Executive to return any payment or benefit previously distributed to Executivehereof.

Non-Competition. Without During the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, Service Period and for a period of six eighteen (618) consecutive calendar months thereafterafter the Date of Termination, acting alone or in conjunction with othersthe Executive shall not, unless he receives the prior written consent of the Company, directly or indirectly (i) engage (either indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, participate in or be connected with, as owneran officer, investoremployee, partner, stockholder, employerconsultant or otherwise, employee, consultant, advisor or director (other than as below)) engage in any business in activity or capacity (collectively, the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant"Competitive Activities") with respect to CUNO Incorporatedany individual, nor partnership, limited liability company, firm, corporation or other business organization or entity (each, a "Person"), that is engaged directly or indirectly in the provision of software offerings substantially similar to those of the Company, provided that those offerings represent at least 10% of the revenue of the Company including its direct or indirect subsidiaries anywhere in the world; provided, however, that the foregoing (a) shall service as a member of a board of directors not apply with respect to any line-of-business in which the Company or its direct or indirect subsidiaries was not engaged on which Executive is serving on or before the Date of Termination (including any successor board thereto) be deemedTermination, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not require prohibit the Executive from (i) owning, or otherwise having an interest in, less than three percent (3%) of any publicly-owned entity or (ii) owning, or otherwise having an interest in, less than five percent (5%) of any private equity fund or similar investment fund that invests in companies engaged in Competitive Activities, or providing consulting or advisory services with respect to return any payment such fund, provided the Executive has no active role with respect to any investment by such fund in any Person referred to in this Section 5.3. Executive hereby acknowledges that the scope of prohibited activities and the time duration of the provisions of this Section 5.3 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. Executive acknowledges and agrees that this noncompetition provision shall survive the termination of his employment, and can only be revoked or benefit previously distributed modified by a writing signed by the parties which specifically states an intent to Executiverevoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section.