Common use of Non-Competition Clause in Contracts

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The (a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall notnot engage, at either directly or indirectly, in any time during manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Employment Term and Corporation; (ii) the Employee shall not work for a period (the "Restricted Period") of three (3) years thereafteror employ, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) cause to be employed byby another, engage in any person who was an employee, officer or participate in agent of the ownership, management, operation Corporation or control ofof any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or act establish any business venture in any advisory or other capacity forcooperation with, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of such person which is publicly held and competitive with any business or activity of which the Corporation; (iii) the Employee shall not own give, sell or controllease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, directly partnership, corporation or indirectlyother entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or Corporation. (b) solicit or divert any business or any customer from The Corporation and the Subsidiary or any Affiliate Employee agree that the services of the Subsidiary or assist any personEmployee are of a personal, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any personspecial, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company unique and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)extraordinary character, and (2) receive reimbursement from cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any lump-sum payments previously made to of his agreements under this Section (10) would damage the Employee goodwill of any severance compensation payable under Section 10(a) the Corporation and any Closing Bonus theretofore paid to cause the EmployeeCorporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation agreements of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause under this Section (210) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be so reimbursed unenforceable by the Employee reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the total maximum period of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator time or range of activities as to which shall it may be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodenforceable.

Non-Competition. The Employee shall not, at any time during At all times while the Employment Term Executive is employed by the Company and for a one (1) year period (after the "Restricted Period") termination of three (3) years thereafterthe Executive's employment with the Company for any reason, the Executive shall not, directly or indirectly, except where specifically contemplated engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company; provided that such provision shall not apply to the Executive's ownership of Common Stock of the Company or the acquisition by the terms Executive, solely as an investment, of his securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. Notwithstanding the foregoing, if either (i) the Company delivers a written notice to the Executive pursuant to Section 2.2 hereof of its intention not to renew the term of this Agreement for reasons other than Cause (as defined in Section 5.1 hereof), or (ii) the Executive's employment or is terminated by the Company without Cause pursuant to Section 5.4 of this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business and within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership 90 days of such Competing Entity; or (b) solicit or divert any business or any customer from termination the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting Executive agrees to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit waive his right to receive any a continuation of Base Salary, the bonus, Benefits, and the lump sum payment, otherwise payable to him under clauses (iii), (iv), (v) and (vi) of Section 5.4, by providing the Company a written waiver (the "Waiver") of such severance compensation and Closing Bonus; providedright, howeverin such form as the Company reasonably may require, that any obligation then the Executive shall cease to be subject to the provisions of this Section 6.1 immediately upon the Expiration Date or upon delivery of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed Waiver by the Employee shall be Executive to the total of all such lump-sum payments and Closing Bonus multiplied by a fractionCompany, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodas applicable.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; providedPROVIDED, howeverHOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The 4.1 Employee shall not, at any time acknowledges and recognizes the highly competitive nature of the business of Employer and its affiliates and accordingly agrees as follows: during the Employment Term and for a until the date that is one year after the date that Employee ceases employment with Employer (such term period (hereinafter referred to as the "Restricted Noncompetition Period") ), Employee will not, within the United States of three (3) years thereafterAmerica, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementown, (a) manage, operate, control, be employed byby or be connected in any manner with the ownership (other than passive investments of not more than one percent of the outstanding shares of, engage or any other equity interest in, any company or entity listed or traded on a national securities exchange or in or participate in the ownershipan over-the-counter securities market), management, operation operation, or control of, or act in of any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, engaged in the aggregate securities which constitute 5% or more production and/or marketing of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert dry pasta for human consumption. Notwithstanding any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches Employee is employed by Employer, any breach of the provisions of this Section 4.1 shall permit Employer to terminate the employment of Employee for Cause (as defined below), and, whether or not Employee is employed by Employer, from and after any breach by Employee of the provisions of this Section 4.1, Employer shall cease to have any obligations to make payments to Employee under this Agreement. 4.2 During the Noncompetition Period, Employee will not directly or indirectly induce any employee of Employer or any of its affiliates to engage in any activity in which Employee is prohibited from engaging by Section 4.1 above or to terminate his covenants contained employment with Employer or any of its affiliates, will not directly or indirectly assist others in this engaging in any of the activities in which Employee is prohibited from engaging by Section 134.1 above, then, in and will not directly or indirectly employ or offer employment to any person who was employed by Employer or any of its affiliates unless such person shall have ceased to be employed by Employer or any of its affiliates for a period of at least 12 months. 4.3 In addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled payments Employer is required to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled make pursuant to Section 10(a)7 hereof, Employer and (2) receive reimbursement from Employee hereby agree that Employer may, in its sole discretion, continue to pay to Employee his Base Salary during the Noncompetition Period. During such period of continued payment, if any, Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required agrees to be so reimbursed by the Employee shall be the total of all such lump-sum payments available, consistent with other responsibilities that he may then have, to answer questions and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodprovide advice to Employer.

Non-Competition. The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee agrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (i) While the Employee is employed by the Company the Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (collectively, a “Competitive Role”), actively compete with the terms Company or any of his its subsidiaries or undertake any planning for any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following Employee’s resignation of employment or this Agreement, during six (a6) be employed by, engage in or participate in months following an involuntary termination of the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingEmployee’s employment without Cause, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlwill not, directly or indirectlythrough any other Person, in the aggregate securities which constitute 5% or more (A) hire any employee of the voting rights Company or equity ownership any of such Competing Entity; its subsidiaries or seek to persuade any employee of the Company or any of its subsidiaries to discontinue employment, (bB) solicit or divert encourage any customer of the Company or any of its subsidiaries or independent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or any activity that such customer from the Subsidiary or any Affiliate of the Subsidiary prospective customer conducts or assist any person, firm or corporation in doing so or attempting could reasonably be expected to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business conduct with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus its subsidiaries at that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodtime.

Non-Competition. The Employee shall notAs additional consideration for the Purchase Price paid by Buyer hereunder, at any time during and in order that USL may enjoy the Employment Term and benefits of this Agreement, for a period (of two years from the "Restricted Period") of three (3) years thereafterClosing Date, Seller shall not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in the aggregate securities which constitute 5% any other individual or more of the voting rights representative capacity, engage or equity ownership of such Competing Entity; or (b) solicit or divert participate in any business or practice within a fifteen (15) mile radius of any customer from the Subsidiary location in which any entity in which USL or any an Affiliate of USL possesses an ownership interest provides any professional medical services, supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not use or disclose to any person or entity (except as required by law) any information concerning the Subsidiary names and addresses of USL’s employees, customers, or assist patients, and shall not, on Seller’s behalf or on behalf of any other person or entity, solicit or attempt to induce any partner, employee, customer, or patient of USL to cease such person’s commercial relationship with USL, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business otherwise interfere with the Subsidiary relationship between or any Affiliate of among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision provisions of this Agreement Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that injunctive or other equitable relief will be available to enforce the contrarycovenants of this provision, such relief to be without the necessity of posting a bond, cash, or otherwise. Seller further agrees that if he breaches any of his covenants restriction contained in this Section 13section 10 is held by any court to be unenforceable or unreasonable, thena lesser restriction will be enforced in its place and remaining restrictions contained herein will be enforced independently of each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, court costs, and expenses in the event that USL chooses, in addition its sole discretion, to enforce any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodhereunder.

Non-Competition. The Employee shall not, at any time during (a) During the Employment Term and for a period (the "Restricted Period") of three (3) years thereafteryear-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the amounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, his ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, directly or indirectly, except where specifically contemplated by the terms of his employment alone or this Agreement, (a) be employed byin concert with others, engage in, participate in or participate otherwise assist (whether as an owner, officer, partner, principal, joint venturer, equityholder, director, member, manager, investor, lender, employee, agent, independent contractor, consultant or otherwise) any other Person that engages in the ownershipsame industry of the Company or its Subsidiaries or otherwise competes against any of Purchaser, management, operation the Company or control of, or act any of their respective Affiliates anywhere in any advisory or other capacity for, any Competing Entity which conducts its business within the Territoryworld; provided, howeverthat nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from being a passive owner of not more than three percent (3%) of the outstanding stock of any class of a publicly-traded corporation so long as none of such Persons has any active participation in the business of such corporation; and further provided that nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, that notwithstanding subject to the foregoingfollowing requirements with respect to RISE: (i) Prior to the closing of the RISE Transaction, RISE shall not expand its current level of business activity, and, following the closing of the RISE Transaction, the Employee may make solely passive investments in Company and its Subsidiaries shall have no responsibility to RISE for capital, guarantees or loans, and sharing of human resource and office space will be mutually agreed upon among the Company, RISE and Purchaser; (ii) RISE shall operate as an independent introducing broker and not as a clearing broker, (iii) RISE shall introduce, execute and clear all of its client orders through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. (“MSCO”), as long as MSCO can support the business of RISE for the Non-Competition Period; (iv) RISE shall have the focus of becoming a women and minority owned and operated company, targeting only such strategic investors to achieve the mission; (v) Any Contract or agreement between RISE and the Company or any Competing Entity the common stock of which is publicly held and of which the Employee its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more solicit any current customers of the voting rights or equity ownership Company and its Subsidiaries, provided that RISE may accept such customers of such Competing Entity; or the Company that choose to voluntarily open accounts at RISE without RISE having breached this Section 5(a)(vi). (b) solicit or divert any business or any customer from If, at the Subsidiary or any Affiliate time of enforcement of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 135 (“Non-Compete Covenant”), thenany court located in New York or other courts of competent jurisdiction (collectively, the “Courts”) holds that the duration, scope or territory stated herein are unreasonable under circumstances then existing or is otherwise unenforceable, the Parties hereby waive any and all rights to claim that the Non-Compete Covenant, in addition to any other remedy which may be available at law whole or in equitypart, is null, void and of no effect, and agree that the maximum duration, scope or area as determined by the Courts and/or as permitted by applicable Law shall be applied in the construction, interpretation, and/or enforcement of the Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and has determined and hereby acknowledges that the Non-Compete Covenant is reasonable in terms of duration, scope and area restrictions and is necessary to protect the goodwill of the Company’s businesses and the substantial investment made by Purchaser under the Tranches Agreements. (c) ▇▇▇▇▇▇ acknowledges that he has carefully read, given careful consideration to, and is in full accord as to the necessity of the restraints imposed by this Section 5 for the reasonable and proper protection of the business strategies, employee and customer relationships and goodwill of the business of the Company Group and the Subsidiary shall be entitled to (1) cease or withhold payment or provision shares of any severance compensation Common Stock being acquired by Purchaser. ▇▇▇▇▇▇ acknowledges and benefits to agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the Employee business of the Company Group is otherwise entitled pursuant currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to Section 10(a), comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its face and (2) receive reimbursement from that it is reasonable as to time and is not greater than is required for the Employee reasonable protection of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, Purchaser and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation Company in light of the Employee substantial harm that Purchaser would suffer should ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to reimburse protect the business of the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis Group as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodcurrently conducted.

Non-Competition. (a) The Employee agrees that his services to the Company are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company and its affiliates. Consequently, the Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein (collectively the “Noncompete Covenants”). Accordingly, the Employee agrees that, during the period of the Employee’s employment hereunder and for the period of: (a) one (1) year immediately following the expiration of this Agreement or the termination of his employment hereunder for cause under Paragraph 6(a) of this Agreement; or (b) the remainder of the Initial Term of this Agreement plus one (1) year upon the voluntary termination of this Agreement by Employee pursuant to Paragraph 6(b), he shall not, directly or indirectly: (i) own, operate, manage or be employed by or affiliated with any person or entity that engages in any business then being engaged in by the Company or its subsidiaries or affiliates in the geographic area in which the Company conducts its business at the time of such termination (collectively, the “Integrated Companies”); or (ii) attempt in any manner to solicit from any customer or supplier of the Integrated Companies, business of the type performed for or by the Integrated Companies or persuade any customer or supplier of the Integrated Companies to cease to do business or to reduce the amount of business which any such customer or supplier has customarily done with the Integrated Companies, whether or not the relationship between the Integrated Companies and such customer or supplier was originally established in whole or in part through his efforts; or (iii) employ as an employee or retain as a consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the Employment Term and preceding year was an employee of or exclusive consultant to the Integrated Companies to leave the Integrated Companies or to become employed as an employee or retained as a consultant by anyone other than the Integrated Companies. (iv) (whether alone or as a partner or joint venturer with any other person or entity, or as a shareholder, employee, consultant or agent of any corporation or company or as a trustee of any trust): (a) employ or retain any individual who is or was an employee or officer of the Integrated Companies during the twelve (12) month period immediately preceding the date hereof; or (b) contact, solicit or assist in the solicitation of any individual described in subparagraph (a) above for a period (the "Restricted Period") purpose of three (3) years thereafter, directly employing him or indirectly, except where specifically contemplated by the terms of obtaining his services for hire or otherwise causing him to leave his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business engagement with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodCompany.

Non-Competition. The Employee (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, 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 ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, at any time during the Employment Term and whether for a period (the "Restricted Period") of three (3) years thereaftercompensation or without compensation, directly or indirectly, except where specifically contemplated by the terms of his employment as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or this Agreementin any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (aother than services which are generally offered to third parties) be employed byor provide advice to, engage in or participate own, share in the ownershipearnings of, managementinvest in the stocks, operation bonds or control other securities of, or act 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 advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of state into which the Employee Board of Directors has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not own or controlof 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 the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments (other than in the aggregate securities which constitute 5% circumstances described in the next sentence) or more of the voting rights or equity ownership to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement breach is provided to the contraryCompany by Executive, if he breaches any of his covenants contained in this Section 13, then, then in addition to any other remedy which may remedies available to the Executive, Executive shall be available at law or released from his obligations under this Section 9. If Executive does not comply with his obligations under this Section 9 (other than in equitythe circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the Subsidiary foregoing provisions of this Section 9(b), it shall not be entitled a violation of this Section 9(b) for Executive or the Fairway Group to (1i) cease make truthful statements when required by order of a court or withhold payment other body having jurisdiction, any governmental investigation or provision inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Company, (iv) rebut inaccurate statements made by the other party or (v) for either party to make truthful statements to enforce his or its rights under this Agreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee claim or cause of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse action by Executive against the Company or any other member of the Subsidiary for any lump-sum payments and Closing Bonus pursuant Fairway Group shall not constitute a defense to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed enforcement by the Employee Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodlitigated separately.

Non-Competition. The (a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall notnot engage, at either directly or indirectly, in any time during manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Employment Term and Corporation; (ii) the Employee shall not work for a period (the "Restricted Period") of three (3) years thereafteror employ, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) cause to be employed byby another, engage in any person who was an employee, officer or participate in agent of the ownership, management, operation Corporation or control ofof any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or act establish any business venture in any advisory or other capacity forcooperation with, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of such person which is publicly held and competitive with any business or activity of which the Corporation; (iii) the Employee shall not own give, sell or controllease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, directly partnership, corporation or indirectlyother entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or Corporation. (b) solicit or divert any business or any customer from The Corporation and the Subsidiary or any Affiliate Employee agree that the services of the Subsidiary or assist any personEmployee are of a personal, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any personspecial, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company unique and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)extraordinary character, and (2) receive reimbursement from cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any lump-sum payments previously made to of his agreements under this Section (10) would damage the Employee goodwill of any severance compensation payable under Section 10(a) the Corporation and any Closing Bonus theretofore paid to cause the EmployeeCorporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation agreements of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause under this Section (210) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be so reimbursed unenforceable by the Employee reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the total maximum period of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator time or range of activities as to which shall it may be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodenforceable.

Non-Competition. The (a) During the period during which Employee shall notis employed hereunder (the "Non-Competition Period"), and, at any time during the Employment Term and Company's option, for a period of six months thereafter, provided the Company continues to pay Employee his base salary, as in effect at the date Employee's employment ended (with any severance payments made to Employee credited to such payments), during such six month period, irrespective of any claim by Employee of a breach by Company of this Agreement: (i) the "Restricted Period"Employee will not make any statement or perform any act intended to advance an interest of any existing or prospective Competitor (as defined in subparagraph (iii) below) of three the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other Employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliates' interests or in violation of any provision of this Agreement; (3ii) years thereafterthe Employee will not solicit, divert or take away, or attempt to solicit, divert or to take away, the business or patronage of any of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Employee was employed by the Company. This subparagraph (ii) shall only apply to such actions taken by the Employee on behalf of a Competitor of the Company, such term is described in subparagraph (iii) below; (iii) the Employee will not directly or indirectlyindirectly (as a director, except where specifically contemplated by the terms of his employment stockholder, officer, executive, manager, consultant, independent contractor, advisor or this Agreementotherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (a) be employed by, engage any business or organization which engages in competition with the Company or participate any of its Affiliates in the ownership, management, operation United States or control ofany other geographical area where any business is presently carried on by the Company or any of its Affiliates, or act (b) any business or organization which engages in competition in such area of business with the Company or any of its Affiliates in any advisory geographical area where any such business shall be hereafter, during the period of the Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is also being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period. Competition shall be deemed to exist between the Company and any other capacity forperson or firm which primarily engages in the business of manufacturing, sale or distribution of network management products, such person or firm to be defined herein as a "Competitor"; and (iv) the Employee will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, for or on behalf of a Competitor, any Competing Entity which conducts employee of the Company or any of its business within the TerritoryAffiliates; provided, however, that notwithstanding the foregoing, provisions of this Section 8(a) shall not be deemed to prohibit the Employee may make solely passive investments in Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or company. (bi) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee further agrees that, notwithstanding any other provision of this Agreement to that the contrary, if he breaches any of his covenants contained limitations set forth in this Section 138 (including, thenwithout limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee in this Section 8 shall survive the expiration or termination of this Agreement. (ii) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, agrees that the Company and any of its Affiliates shall be entitled to injunctive relief in addition to any other remedy which may be available at law or rights and remedies in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision cases of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonusbreach or threatened breach; provided, however, that any obligation of the Employee to reimburse nothing contained herein shall be construed as prohibiting the Company or the Subsidiary any of its Affiliates from pursuing any other rights and remedies available for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodor threatened breach.

Non-Competition. The Employee (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, 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 ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, at any time during the Employment Term and whether for a period (the "Restricted Period") of three (3) years thereaftercompensation or without compensation, directly or indirectly, except where specifically contemplated by the terms of his employment as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or this Agreementin any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (aother than services which are generally offered to third parties) be employed byor provide advice to, engage in or participate own, share in the ownershipearnings of, managementinvest in the stocks, operation bonds or control other securities of, or act otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any advisory other area where the Company is doing business or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of into which the Employee Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not own or controlof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the aggregate securities which constitute 5% good faith performance of his duties for the Fairway Group, request or more 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 the voting rights Fairway Group or equity ownership solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. 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 Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement breach is provided to the contraryCompany by Executive, if he breaches any of his covenants contained in this Section 13, then, then in addition to any other remedy which may remedies available to the Executive, Executive shall be available at law or released from his obligations under this Section 9. If Executive does not comply in equityall material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the Subsidiary foregoing provisions of this Section 9(b), it shall not be entitled a violation of this Section 9(b) for Executive or the Fairway Group to (1i) cease make truthful statements when required by order of a court or withhold payment other body having jurisdiction, any governmental investigation or provision inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Company, (iv) rebut inaccurate statements made by the other party or (v) for either party to make truthful statements to enforce his or its rights under this Agreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee claim or cause of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse action by Executive against the Company or any other member of the Subsidiary for any lump-sum payments and Closing Bonus pursuant Fairway Group shall not constitute a defense to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed enforcement by the Employee Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodlitigated separately.

Non-Competition. The Employee shall not, at any time during the Employment Term and for (a) For a period of five (the "Restricted Period") of three (35) years thereafterfrom and after the Closing Date, Splitco agrees that it will not (and will cause each of its Subsidiaries not to), without the prior written consent of TCCC, directly or indirectly, except where specifically contemplated by encourage, induce or entice any Person who is, as of the terms Effective Time, a customer of his employment the North American Business to limit, reduce or this Agreementcease to conduct business with TCCC or any of its Affiliates. (b) For a period of five (5) years from and after the Closing Date, Splitco agrees that it will not (a) be employed byand will cause each of its Subsidiaries not to), engage in or participate in without the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock prior written consent of which is publicly held and of which the Employee shall not own or controlTCCC, directly or indirectly, engage in or carry on a business in the aggregate securities which constitute 5% or more of North American Territory that would compete with the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or North American Business. (c) cause or seek to cause any personNotwithstanding the foregoing, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained nothing in this Section 136.15 shall prevent Splitco or any of its Subsidiaries from (i) obtaining less than five percent (5%) of the outstanding equity or participation interests in any Person, thenor (ii) engaging in any consolidation, amalgamation, merger or other business combination with, or making any acquisition of or investment in, or otherwise obtaining any direct or indirect interest in, any Person that is engaged in any business, trade or venture competing with the North American Business, if such business, trade or venture consists of less than twenty percent (20%) of the annual sales of such Person, determined by reference to the most recent fiscal year of such Person as of the date Splitco or any of its Subsidiaries engages in such transaction or obtains such direct or indirect interest in such Person; provided, that Splitco or its Subsidiary, as applicable, promptly, and in any event within one year of any such acquisition or transaction, divests itself of all of the assets or operations so acquired that are engaged in any of the actions prohibited in Section 6.15(b). (d) The obligations of Splitco under this Section 6.15 shall be in addition to any obligations it may have, directly or indirectly, under any other Contract. Splitco agrees that the remedy at law for any breach of the foregoing will be inadequate and that TCCC, in addition to any other remedy which may be relief available at law or in equityto it, the Company and the Subsidiary shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. (1e) cease If any of the provisions of this Section 6.15 are found by any court of competent jurisdiction to be too broad in scope, whether as to activities restricted, the time period of such restrictions or withhold payment or provision the geographic areas in which such activities are restricted, the provisions of any severance compensation and benefits this Section 6.15 shall nevertheless remain effective, but shall be deemed amended to which the Employee is otherwise entitled pursuant extent considered by such court to Section 10(a)be reasonable, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodfully enforceable as so amended.

Non-Competition. The In consideration of the salary paid to the Employee shall notby the Company, at any time the Employee agrees that during the term of the Employment Term and for a period of one year following the termination of the Employment for whatever reason: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the "Restricted Period"“Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; and (c) of three (3) years thereafterunless expressly consented to by the Company, the Employee will not seek directly or indirectly, except where specifically contemplated by the terms offer of his alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this AgreementSection 10, (a) be a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from battery products and services similar to those provided by the Company, except that if the Employee is employed by, engage in or participate in the ownershipprovides services as a director or otherwise to, management, operation a subsidiary or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its divisional business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; an entity, such subsidiary or (b) solicit or divert any divisional business or any customer shall be deemed a “Competitor” if it generates more than 10% of its revenues from battery products and services similar to those provided by the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing soCompany. The Employee agrees thatprovisions provided in Section 10 shall be separate and severable, notwithstanding enforceable independently of each other, and independent of any other provision of this Agreement to the contrary, if he breaches any of his covenants Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 13, then, in addition to any other remedy which may be available at law or in equity10, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his have right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodseek remedies permissible under applicable law.

Non-Competition. The Employee In consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the end of the Salary Continuation Period, defined above in Section 1(d)(i) (the “Restricted Period”), Executive shall not, at any time during anywhere in the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterTerritory, directly or indirectly, except engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where specifically contemplated the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the terms Company or any of his employment or this Agreementits subsidiaries or, (a) be employed by, engage in or participate if engaged in the ownershipprovision of any travel related services, managementany of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, operation or control ofprincipal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or act in any advisory other individual or representative capacity with any individual, partnership, corporation or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, organization that notwithstanding is engaged in a Competitive Activity. Notwithstanding the foregoing, the Employee Executive may make solely passive and retain investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising during the Restricted Period, for investment purposes only, in less than five percent of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation.

Non-Competition. The (a) During the term of the Employee’s employment, whether pursuant to this Agreement, any renewal hereof or otherwise, the Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated within the territory covered by the terms of his employment or this AgreementEmployee; enter into, (a) engage in, be employed by, engage or consult with any business in competition with the business of Employer as it is then conducted and/or was conducted for three (3) month preceding said termination. The restrictions of this Section 7 shall extend to any and all activities of the Employee, whether as an independent contractor, partner or participate in the ownership, management, operation or control ofjoint venturer, or act in as an officer, director, stockholder, agent, employee or salesman for any advisory person, firm, partnership, corporation or other capacity forentity, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or otherwise. (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate The period of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to time during which the Employee is otherwise entitled prohibited from engaging in certain business practices pursuant to Section 10(a)Sections 7(a) shall be extended by any length of time during which the Employee is in breach of such covenants. (c) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 7(a) through (c) are essential elements of this Agreement, and (2) receive reimbursement from that, but for the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation agreement of the Employee to reimburse comply with such covenants, the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant Employer would not have agreed to clause (2) of enter into this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed Agreement. Such covenants by the Employee shall be the total construed as agreements independent of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator any other provision in this Agreement. The existence of which shall be the number any claim or cause of days remaining in the Restricted Period following the date on which action of the Employee first engages in against the Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Employer of such breach covenants. (d) It is agreed by the Employer and Employee that if any portion of his the covenants contained set forth in this Section 13 7 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible as to time and/or geographic area. The Employer and Employee agree that, if any arbitrator or court of competent jurisdiction determines the specified time period or the specified geographic area applicable to this Section 7 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period and/or geographic area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the denominator Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of which shall be the total number nature and extent of days comprising the Restricted Periodbusiness conducted by the Employer and Employee’s access to the Employer’s proprietary and confidential information.

Non-Competition. The Employee (a) For a period of five (5) years from the Closing, Seller shall not, at any time during the Employment Term and for a period shall cause each of its Affiliates not to, (the "Restricted Period"i) of three (3) years thereafter, directly or indirectly, except where specifically contemplated develop, market or sell products in the United States similar in type to the Life & Annuity Contracts and the type of products sold by the terms of his employment Investment Adviser Subsidiaries or this AgreementBroker/Dealer Subsidiaries immediately prior to the Closing Date, (aii) be employed byestablish in the United States any new business which engages in the activities described in the preceding clause (i) or (iii) license, transfer or otherwise convey in the United States any trademark of Seller or any of its Affiliates used by the Acquired Companies prior to the Closing to any person that has indicated an intention to or is reasonably likely to engage in such activities (the activities described in clauses (i)-(iii), “Competitive Activities”). (b) Notwithstanding anything to the contrary contained in this Section 4.20, Buyer hereby agrees that the foregoing covenant shall not be deemed to be breached as a result of: (i) the development, marketing or participate sale of products of a type not sold by the Acquired Companies (including the Investment Adviser Subsidiaries and Broker/Dealer Subsidiaries) at the time of the Closing; (ii) Competitive Activities conducted by Talbot Financial Corporation and its subsidiaries at the time of the Closing; (iii) any activities (whether Competitive Activities or otherwise) by any Person or business that merges with or acquires Seller or any of its Affiliates or any interest in either, whether through merger (whether forward, reverse or reverse triangular in structure), stock purchase, asset purchase or otherwise, so long as for the ownership, management, operation or control of, or act in first year following the consummation of any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingsuch transaction, the Employee may make solely passive investments directors of the Seller and its Affiliates (or any Persons designated by the Seller or its Affiliates) do not constitute a majority of the board of directors of the acquirer or the surviving company; (iv) the acquisition by Seller or its Affiliates of any Person or business that is engaged in Competitive Activities, so long as the Competitive Activities accounted for less than 35% of the consolidated revenues of such Person or business for the 12 months prior to such acquisition; or (v) the ownership by Seller or any Competing Entity the common of its Affiliates of (A) less than an aggregate of 5% of any class of stock of which is publicly held and of which the Employee shall not own or controla Person engaged, directly or indirectly, in Competitive Activities; provided, that such stock is listed on a national securities exchange or is quoted on the aggregate securities which constitute National Market System of NASDAQ; (B) less than 5% in value of any instrument of indebtedness of a Person engaged, directly or more of the voting rights or equity ownership of such Competing Entityindirectly, in Competitive Activities; or (bC) solicit or divert any business a Person or any customer from the Subsidiary interest in a Person that engages, directly or any Affiliate indirectly, in Competitive Activities if such Competitive Activities account for less than 35% of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or such Person’s consolidated annual revenues. (c) cause or seek The parties hereto acknowledge that any damage caused to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary Buyer or any Affiliate of its Affiliates by reason of the Subsidiary breach by Seller or assist any personof its Affiliates of this Section 4.20 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, firm or corporation in doing so. The Employee each party agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available remedies at law or in equityotherwise, the Company Buyer and the Subsidiary any of its Affiliates shall be entitled to (1) cease an injunction issued by a court of competent jurisdiction restraining and enjoining any violation by Seller or withhold payment or provision any of any severance compensation its Affiliates of this Section 4.20 and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made Seller further agrees that it will stipulate to the Employee fact that Buyer or any of any severance compensation payable under Section 10(a) its Affiliates, as applicable, has been irreparably harmed by such violation and any Closing Bonus theretofore paid to not oppose the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion granting of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodinjunction relief.

Non-Competition. The Employee shall notExecutive hereby agrees that, at any time during the Employment Term and for a period of eighteen (18) months following the "Restricted Period") termination of three (3) years thereafterhis employment under this Agreement, he will not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementindirectly and in any way, (a) own, manage, operate, control, be employed by, engage participate in, or be connected in or participate in any manner with the ownership, management, operation or control of, or act in of any advisory or other capacity for, any Competing Entity which conducts its business within competing with the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more business of the voting rights or equity ownership of such Competing Entity; or Company, (b) interfere with, solicit on behalf of another or divert any business attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer from that the Subsidiary Company (or any Affiliate affiliate or subsidiary of the Subsidiary Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any 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 hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or corporation in doing so other entity, the employees of which the Company.(or any affiliate or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate subsidiary of the Subsidiary Company) has agreed not to hire or assist any person, firm or corporation in doing soendeavor to hire. The Employee agrees that, notwithstanding effective time of the limitations imposed by this Section 13 shall be extended for the period of time equal to any other provision period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Agreement to Section 13. Because of the contraryExecutive's knowledge of the Company's business, if he breaches any in the event of his covenants contained in the Executive's actual or threatened breach of the provisions of this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employeeto, and the Employee shall forfeit his right to receive Executive hereby consents to, an injunction restraining the Executive from any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) recovery of damages from the Executive. The Executive agrees that the provisions of this sentence shall lapse on a pro rata basis as follows: Section 13 are necessary and reasonable to protect the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining Company in the Restricted Period following the date on which the Employee first engages in such breach conduct of his covenants its business. If any restriction contained in this Section 13 and the denominator of which shall be deemed to be invalid or unenforceable by reason of the total number extent, duration of days comprising geographic scope thereof, then the Restricted PeriodCompany shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. The Employee shall not(a) Subject to Section 6.16(b), at any time during the Employment Term and for a --------------- period of three years following the Closing Date (the "Restricted Period") of three (3) years thereafter), directly Seller and its Affiliates shall not establish or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate maintain in the ownershipnine states listed on Annex C attached hereto (the "Specified States") any retail bank branches in which it conducts lending and deposit taking activities (including any supermarket retail bank branches, managementbut not including any home office, operation agency office, data processing or control of, administrative office or act in remote service unit) ("Retail Branches") or otherwise conduct any advisory retail bank lending and deposit taking activities by direct mail or other capacity for, any Competing Entity solicitation (other than normal and customary advertising which conducts its business is not targeted specifically to Persons within a Specified State) in the TerritorySpecified States through or in respect of a Retail Branch located outside the Specified States; provided, however, that notwithstanding the foregoing-------- ------- foregoing shall not prevent Seller or any of its Affiliates from (i) originating loans directly or indirectly through (including through direct mail solicitations and related activities), and operating, the Employee may make solely passive investments Loan Production Offices (including through a thrift charter), (ii) conducting internet or electronic banking operations (including taking deposits and originating loans), (iii) purchasing whole loans, (iv) engaging in correspondent lending activities, or (v) soliciting or acquiring brokered deposits. (b) Section 6.16(a) shall not prevent Seller or any of its Affiliates from: (i) acquiring no more than 5% of the outstanding capital stock, partnership or other equity interests in any Person which conducts Thrift Operations which constitute a Competing Entity Thrift Business; (ii) acquiring up to 100% of the common stock outstanding capital stock, partnership or other equity interests in any Person, or merging with or into any such other Person, which conducts Thrift Operations which do not constitute a Competing Thrift Business; (iii) acquiring up to 100% of the outstanding capital stock, partnership or other equity interests in any Person, or merging with or into any such other Person which is publicly held and conducts Thrift Operations which constitute a Competing Thrift Business, provided, that Seller shall use its reasonable best efforts to -------- cause such Person to divest the Retail Branches of the Competing Thrift Business which the Employee shall not own or control, directly or indirectly, are located in the aggregate securities which constitute 5% or more of the voting rights or equity ownership Specified States on commercially reasonable terms as soon as practicable after acquisition of such Competing Entityownership interest or such merger; or (biv) solicit acquiring shares of capital stock, partnership or divert other equity interests in any business or any customer from Person as investments of the Subsidiary pension funds of Seller or any Affiliate or funds of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary other employee benefit plan of Seller or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodAffiliate.

Non-Competition. The In consideration of the Employee's employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee's Base Salary as an Employee shall notand for other good and valuable consideration, at any time receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) That during the Employment Term and for employment by Employer, Employee will not (i) engage in a period (the "Restricted Period") of three (3) years thereafterbusiness that competes, directly or indirectly, except where specifically contemplated by with any of the terms products, services or businesses of his employment or this Agreement, Employer; (aii) be employed byor become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the ownershipcustomers, managementassociates, operation or control ofconsultants, partners, or act in employees of Employer to take any advisory or other capacity for, any Competing Entity action which conducts its business within the Territorymight be disadvantageous to Employer; provided, however, that notwithstanding the foregoingnothing herein shall prohibit Employee from owning, the Employee may make solely as a passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectlyinvestor, in the aggregate securities which constitute not more than 5% or more of the voting rights outstanding publicly traded stock of any corporation so engaged. (b) That for a period of two years following termination of Employee's employment, Employer shall, at its option, have the right to require that the Employee not (i) engage in a business that competes, directly or equity ownership indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee's employment by Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or a consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such Competing Entitybusiness; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer with which Employee had contact during the two years prior to termination of Employee's employment with Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (bvi) solicit engage in or divert participate in any business effort or act to induce any customer from the Subsidiary or any Affiliate of the Subsidiary customers, associates, consultants, partners, or assist employees of Employer to take any person, firm or corporation in doing so or attempting action which might be disadvantageous to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing BonusEmployer; provided, however, that any obligation nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the Employee outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to reimburse the Company conduct and activities in any city, county or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining state in the Restricted Period following United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the date on which the Employee first engages in such breach two years prior to termination of his covenants contained Employee's employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 13 and 10 (b), with respect to employment or consulting activities, make the denominator of which shall be the total number of days comprising the Restricted Period.payments described in Section 10 (d)

Non-Competition. The Employee (a) It is recognized and understood by the Parties that Sellers and the Founders and their Affiliates have a considerable amount of knowledge and goodwill with respect to the Business, which knowledge and goodwill are extremely valuable and which would be extremely detrimental to Purchaser if used or provided to third parties by Sellers or the Founders or their Affiliates to compete with Purchaser after the Closing. It is, therefore, understood and agreed by the Parties that, as a material inducement to Purchaser to enter into this Agreement and the other Transaction Agreements, and to consummate the Stock Purchase and the other Transactions, Sellers and the Founders shall not, and shall not permit any of their Affiliates to, during the period through the third anniversary of the Closing, anywhere in the Territory, directly or indirectly, on its or his own behalf or on behalf of any other Person, engage in any conduct that competes with the Business or, without limiting the generality of the foregoing: (i) as an equity holder, principal, owner, investor, lender, guarantor, partner, joint venturer, consultant, agent, investor, director, officer or advisor or in any other capacity, own, engage in, manage, operate, control, plan, organize, participate in, advise, be employed by, consult with or render any services for any Person that is engaged in the Business; provided, that Sellers and the Founders and their Affiliates shall not be precluded from owning (as a passive investor, without any managerial or other elements of control and without any remuneration or compensation other than pro rata in accordance with his equity ownership) securities of corporations in an amount that shall not exceed (in the aggregate for each Founder and his respective Affiliates) 10% of the outstanding voting power (or, if less, economic interest) of any such corporation (but which in the case of Founder 1 and his Affiliates may not include any New Business in which Founder 2 participates pursuant to clause (c) below); or (ii) service or supervise the servicing of, divert or take away or attempt to divert or take away, or directly or indirectly call on or solicit or attempt to call on or solicit for the purpose of competing with or otherwise engaging in the Business any Persons who are or have been clients or customers of the Company or any of the Company’s Subsidiaries at any time during the Employment Term twelve (12) month period immediately preceding the Closing Date. (b) Notwithstanding the foregoing provisions of this Section 7.06, after the first anniversary of the Closing Date, with respect to Founder 2 and for his Affiliates only (and not with respect to any Affiliates of Founder 1), the restrictions set forth above in this Section 7.06 shall apply to online dating services, sexually explicit cam shows and businesses involving Adult Materials, rather than to the Business. In addition, after such first anniversary Founder 2 shall be permitted to enter into the businesses otherwise restricted by this Section 7.06(b) so long as (x) prior to entering into any such business Founder 2 shall have entered into an agreement to conduct such business with the Company, or the Company shall have rejected Founder 2’s offer to conduct such business with the Company, in either case in accordance with clause (c) below, and (y) Founder 2 and his Affiliates shall in any event continue to comply with clause 7.06(a)(ii) above. (c) If after the first anniversary of the Closing Date, Founder 2 shall desire to commence or enter into a period business or otherwise conduct activities that are otherwise restricted by Section 7.06(b) (collectively, the “New Business”), then Founder 2 shall first give written notice to the Company (the "Restricted Period"“Opportunity Notice”), which Opportunity Notice shall include (i) a description of three the proposed New Business and (3ii) years thereafterthe material terms and conditions upon which the New Business is to be conducted, directly including an offer to allow the Company to participate in such New Business on terms and conditions that are commercially reasonable and are at least as favorable to the Company as any terms being made available by Founder 2 to any other third party in connection with such New Business. The Opportunity Notice shall include all material information regarding the New Business that is reasonably available to Founder 2 and in any event shall be sufficient to allow the Company to make a reasonable business decision with respect to its participation in the New Business. For sixty (60) days following delivery of an Opportunity Notice, Founder 2 shall provide updated information, including with respect to any terms to be provided or indirectlyoffered to third parties, except where specifically contemplated and, if so requested by the Company, Founder 2 shall negotiate in good faith to reach an agreement, on terms of his employment or this Agreementand conditions mutually agreeable to Founder 2 and the Company, (a) be employed by, engage in or pursuant to which the Company shall participate in the ownershipNew Business. If the Company has declined to enter into an agreement with Founder 2 providing for the terms described above or has not responded upon the expiration of such sixty (60) day period, management, operation or control of, or act then Founder 2 shall be permitted to conduct the New Business as described in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding Opportunity Notice. (d) For purposes of the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.“

Non-Competition. The Employee shall not, at any time during (a) During the Employment Term and for a period (the "Restricted Period") of three (3) years thereafteryear-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the amounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, her ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, directly or indirectly, except where specifically contemplated by the terms of his employment alone or this Agreement, (a) be employed byin concert with others, engage in, participate in or participate otherwise assist (whether as an owner, officer, partner, principal, joint venturer, equityholder, director, member, manager, investor, lender, employee, agent, independent contractor, consultant or otherwise) any other Person that engages in the ownershipsame industry of the Company or its Subsidiaries or otherwise competes against any of Purchaser, management, operation the Company or control of, or act any of their respective Affiliates anywhere in any advisory or other capacity for, any Competing Entity which conducts its business within the Territoryworld; provided, howeverthat nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from being a passive owner of not more than three percent (3%) of the outstanding stock of any class of a publicly-traded corporation so long as none of such Persons has any active participation in the business of such corporation; and further provided that nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, that notwithstanding subject to the foregoingfollowing requirements with respect to RISE: (i) Prior to the closing of the RISE Transaction, RISE shall not expand its current level of business activity, and, following the closing of the RISE Transaction, the Employee may make solely passive investments in Company and its Subsidiaries shall have no responsibility to RISE for capital, guarantees or loans, and sharing of human resource and office space will be mutually agreed upon among the Company, RISE and Purchaser; (ii) RISE shall operate as an independent introducing broker and not as a clearing broker, (iii) RISE shall introduce, execute and clear all of its client orders through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. (“MSCO”), as long as MSCO can support the business of RISE for the Non-Competition Period; (iv) RISE shall have the focus of becoming a women and minority owned and operated company, targeting only such strategic investors to achieve the mission; (v) Any Contract or agreement between RISE and the Company or any Competing Entity the common stock of which is publicly held and of which the Employee its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more solicit any current customers of the voting rights or equity ownership Company and its Subsidiaries, provided that RISE may accept such customers of such Competing Entity; or the Company that choose to voluntarily open accounts at RISE without RISE having breached this Section 5(a)(vi). (b) solicit or divert any business or any customer from If, at the Subsidiary or any Affiliate time of enforcement of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 135 (“Non-Compete Covenant”), thenany court located in New York or other courts of competent jurisdiction (collectively, the “Courts”) holds that the duration, scope or territory stated herein are unreasonable under circumstances then existing or is otherwise unenforceable, the Parties hereby waive any and all rights to claim that the Non-Compete Covenant, in addition to any other remedy which may be available at law whole or in equitypart, is null, void and of no effect, and agree that the maximum duration, scope or area as determined by the Courts and/or as permitted by applicable Law shall be applied in the construction, interpretation, and/or enforcement of the Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and has determined and hereby acknowledges that the Non-Compete Covenant is reasonable in terms of duration, scope and area restrictions and is necessary to protect the goodwill of the Company’s businesses and the substantial investment made by Purchaser under the Tranches Agreements. (c) ▇▇▇▇▇▇ acknowledges that she has carefully read, given careful consideration to, and is in full accord as to the necessity of the restraints imposed by this Section 5 for the reasonable and proper protection of the business strategies, employee and customer relationships and goodwill of the business of the Company Group and the Subsidiary shall be entitled to (1) cease or withhold payment or provision shares of any severance compensation Common Stock being acquired by Purchaser. ▇▇▇▇▇▇ acknowledges and benefits to agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the Employee business of the Company Group is otherwise entitled pursuant currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to Section 10(a), comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its face and (2) receive reimbursement from that it is reasonable as to time and is not greater than is required for the Employee reasonable protection of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, Purchaser and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation Company in light of the Employee substantial harm that Purchaser would suffer should ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to reimburse protect the business of the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis Group as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodcurrently conducted.

Non-Competition. The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee agrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (i) While the Employee is employed by the Company and for six months thereafter, the Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (collectively, a “Competitive Role”), actively compete with the terms Company or any of his its subsidiaries or undertake any planning for any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following Employee’s resignation of employment or this Agreement, during six (a6) be employed by, engage in or participate in months following an involuntary termination of the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingEmployee’s employment without Cause, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlwill not, directly or indirectlythrough any other Person, in the aggregate securities which constitute 5% or more (A) hire any employee of the voting rights Company or equity ownership any of such Competing Entity; its subsidiaries or seek to persuade any employee of the Company or any of its subsidiaries to discontinue employment, (bB) solicit or divert encourage any customer of the Company or any of its subsidiaries or independent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or any activity that such customer from the Subsidiary or any Affiliate of the Subsidiary prospective customer conducts or assist any person, firm or corporation in doing so or attempting could reasonably be expected to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business conduct with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus its subsidiaries at that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodtime.

Non-Competition. The Employee shall notacknowledges that employment by the Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Corporation at any time a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Term Period and for a period nine (9) months after the "Restricted Period") of three (3) years thereafterTermination Date, the Employee will not, directly or indirectly, except where specifically contemplated by the terms of his employment individually or this Agreement, in partnership or in conjunction with any other Person: (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlengaged, directly or indirectly, in the aggregate securities which constitute 5% any manner whatsoever, including, without limitation, either individually or more of the voting rights in partnership, jointly or equity ownership of such Competing Entity; in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business; (b) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Employee's duties to that Competitive Business would: (i) inherently require that the Employee use, copy or transfer Confidential Information; (ii) make beneficial any use, copy or transfer of Confidential Information; (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business; (c) contact or solicit any person who the Employee knows to be a prospective, current or divert former client or supplier of the Corporation (who, in the case of a former client or supplier of the Corporation, has had dealings with the Corporation at any business time during the nine (9) month period immediately prior to the end of the Employment Period) for the purpose of selling to the client or any customer buying from the Subsidiary supplier any products or services that are the same as or substantially similar to, or in any Affiliate of way competitive with, the Subsidiary products or services sold or purchased by Corporation during the Employee's employment or at the end thereof, as the case may be; (d) induce or solicit, attempt to induce or solicit or assist any person, firm third party in inducing or corporation in doing so soliciting any employee or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate consultant of the Subsidiary Corporation, to leave the Corporation or assist any person, firm to accept employment or corporation in doing soengagement elsewhere. The restriction in Subsection 7.2 (b) (iii) will not prohibit the Employee agrees thatfrom holding not more than 5% of the issued shares of a public company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in Employee's obligations under this Section 13, then, are in addition to any other remedy which may be available at law or the obligations respecting disclosure and use of Confidential Information in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPart 8.

Non-Competition. The Employee Until all the Guaranteed Liabilities have been irrevocably paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) the Guarantor shall notnot by virtue of any payment made, at security realised or moneys received for or on account of the Guarantor's liability hereunder: 2.8.1 be subrogated to any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterrights, directly security or indirectlymoneys held, except where specifically contemplated received or receivable by the terms Borrower or be entitled to any right of his employment contribution; 2.8.2 be entitled and shall not claim to rank as creditor against the assets or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation bankruptcy or control liquidation of the Borrower in competition with the Security Trustee or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same; 2.8.3 take any step to enforce any right against the Borrower or any other person liable in respect of any Guaranteed Liabilities; or 2.8.4 claim any set‑off or counterclaim against the Borrower or any other person liable or claim or prove in competition with the Security Trustee in the liquidation of the Borrower or any other person liable or have the benefit of, or act in any advisory or other capacity forshare in, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingpayment from or composition with, the Employee may make solely passive investments Borrower or any other person liable or any other Collateral Instrument now or hereafter held by the Security Trustee for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Security Trustee, it will prove for the whole or any part of its claim in the liquidation of the Borrower or any Competing Entity other person liable on terms that the common stock benefit of which is publicly held such proof and of which all money received by it in respect thereof shall be held on trust for the Employee shall not own Security Trustee and applied in or control, directly or indirectly, in the aggregate securities which constitute 5% or more towards discharge of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation Guaranteed Liabilities in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business accordance with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period2.9.

Non-Competition. The Employee shall notacknowledges that employment by the Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Corporation at any time a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Term Period and for a period (one year after the "Restricted Period") of three (3) years thereafterTermination Date, the Employee will not, directly or indirectly, except where specifically contemplated by the terms of his employment individually or this Agreement, in partnership or in conjunction with any other Person: (ai) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlengaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business; (ii) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the aggregate securities loyal and complete fulfilment of the Employee's duties to that Competitive Business would (i) inherently require that the Employee use, copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer of Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which constitute carries on a Competitive Business. The restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding not more than 5% or more of the voting rights issued shares of a public company listed on any recognized stock exchange or equity ownership of such Competing Entity; or (b) solicit or divert traded on any business or any customer from bona fide "over the Subsidiary or any Affiliate of counter" market anywhere in the Subsidiary or assist any personworld. For greater certainty, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in Employee's obligations under this Section 13, then, are in addition to any other remedy which may be available at law or the obligations respecting disclosure and use of Confidential Information in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPart 8.

Non-Competition. The Employee shall notParent and each Seller agrees that, at any time during except with respect to the Employment Term Restricted Areas in which the Excluded Businesses operate, from and for a period (after the "Restricted Period") date of this Agreement until three (3) years thereafterafter the Closing Date (the “Non-Competition Period”) it shall not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts and it shall cause its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall Subsidiaries not own or controlto, directly or indirectly, in the aggregate securities which constitute 5% Restricted Areas: (a) engage in any business, operation or more activity that is directly competitive with the business, operations or activities of the voting rights or equity ownership Business (a “Competitive Activity”); provided, that the foregoing shall not prohibit Parent and its Subsidiaries from collectively owning up to an aggregate of five percent (5%) of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity in any Restricted Area (a “Competing Person”) so long as neither Parent nor any of its Subsidiaries has any participation in the management of such Competing EntityPerson; or or (b) solicit away, divert or attempt to solicit away or divert any from doing business (with respect to the Business) with Purchaser or any of its Subsidiaries (including, after the Closing, the Purchased Companies) any Person who was a customer from the Subsidiary or any Affiliate supplier of the Subsidiary or assist Business at any person, firm or corporation in doing so or attempting to do so; or time during the two (c2) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement years prior to the contraryClosing Date. Notwithstanding anything to the contrary in the foregoing, if he breaches any of his covenants contained nothing in this Section 1312.1 shall (i) prevent Parent, then, in addition any Seller or any of their respective Subsidiaries from selling or divesting any or all of its assets or businesses to any other remedy which may be available at law Person that is not an Affiliate of Parent or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)a Seller, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee such Person shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may in no way be required to be so reimbursed bound by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained restrictions set forth in this Section 13 and 12.1 or (ii) prohibit Parent, any Seller or any of their respective Subsidiaries from acquiring the denominator whole or any part of a Person which shall be the total number engages in any Competitive Activity in any of days comprising the Restricted PeriodAreas or the whole or any part of a business which includes any Competitive Activity in any of the Restricted Areas where such Competitive Activities of such Person or business represent less than twenty percent (20%) of the revenues or generated less than $200,000,000 of revenues within the last twelve (12) months for of such Person or business acquired as set out in the latest available annual financial statements of that Person or business.

Non-Competition. The Employee (a) Subject to the exclusions and limitations set forth in Section 6.11(b), for the period of time beginning on the Closing Date and ending at 5:00 p.m. Houston, Texas time on the day immediately before the first anniversary of the Closing Date, no Seller Party shall, and no Seller Party shall not, at permit any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterits Affiliates to, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (ai) be employed by, engage in or participate the Restricted Business in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; providedor (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, howeverincluding as a partner, that notwithstanding shareholder, member, employee, principal, agent, trustee or consultant. (b) Notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee ▇▇▇▇▇▇▇▇ LLC shall not own or controlbe prohibited from owning and/or operating the Excluded Assets and/or Retained Assets, and may fully engage in the Restricted Business in the Territory as to such Excluded Assets and/or Retained Assets. Additionally, ▇▇▇▇▇▇▇▇ LLC may own, directly or indirectly, in the aggregate solely as an investment, securities of any Person traded on any national securities exchange if no Seller Party is a controlling Person of, or a member of a group which constitute 5controls, such Person and does not, directly or indirectly, own 1% or more of the voting rights or equity ownership any class of securities of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Person. (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he If a Seller Party breaches any of his the provisions of Section 6.11(a), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller Parties all monetary damages suffered by Buyer as the result of any acts or omissions constituting a breach of this Section 6.11. (d) Each Seller Party acknowledges that the restrictions contained in this Section 6.11 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.11 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 136.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, then, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodjurisdiction.

Non-Competition. The Employee shall (a) From and after the Closing Date until the two (2) year anniversary of the Closing Date, Seller covenants and agrees, that it will not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterwill cause Affiliates not to, directly or indirectly, except where specifically contemplated by the terms of his employment : (i) engage or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlinvolved, directly or indirectly, in any business that competes with, the Acquired Business (any such business, a “Restricted Business”); (ii) acquire beneficial ownership or voting control of any class of the outstanding equity interests (including any debt securities exercisable or exchangeable for, or convertible into, equity interests) of, or provide any loan or other financial assistance to, any Person that is engaged in a Restricted Business; (iii) solicit or attempt to solicit any business, entity or Person that was a customer engaged by the Acquired Business as of the Closing Date or during the twelve (12) months prior to the Closing Date (each a “Current Customer Relation”); and/or (iv) induce or attempt to induce any Current Customer Relation or any business, entity or Person that was a supplier, vendor, licensor, licensee, lessor or lessee, or other business relation of the Business as of the Closing Date or during the twelve (12) months prior to the Closing Date, to cease doing business with, or adversely modify its business relationship with, the Acquired Business. (b) Notwithstanding anything to the contrary in this Section 6.6, the provisions of Section 6.6(a) shall not (i) prohibit Seller and any Affiliate of Seller from, directly or indirectly, owning solely as a passive investment not in excess of two percent (2%) in the aggregate of any class of capital stock of any Person if such stock is publicly traded and listed on any national exchange, regardless of whether or not such Person is engaging in a Restricted Business; provided, Seller has no participation in the management of such Person and, (ii) be binding on or be applicable to any Person (an “Acquirer”) that, directly or indirectly, acquires in any transaction or series of transactions (x) equity securities which constitute 5% of Seller representing fifty percent (50%) or more of the total voting rights or equity ownership of such Competing Entity; power represented by Seller’s then issued and outstanding voting securities or (by) solicit all or divert any substantially all of the consolidated assets or business or any customer from the Subsidiary or any of Seller; provided, that in each case of clauses (x) and (y), Acquirer was not an Affiliate of Seller at the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or time of acquisition. (c) cause The Parties acknowledge and agree that the restrictions and limitations set forth in Section 6.6 through 6.7 are reasonable, valid in scope and in all other respects, enforceable, and essential to protect the value of Seller, the Excluded Assets, the Acquired Business and the Transferred Assets. If a court, tribunal or seek antitrust regulator of competent jurisdiction determines that any term or provision contained in Sections 6.6(a) and 6.7 or is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to cause any personreduce the scope, firm duration or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate geographic area of the Subsidiary term or assist provision, to delete specific words or phrases or to replace any person, firm invalid or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonusinvalid or unenforceable term or provision; provided, however, that any obligation of such reduction, deletion or replacement shall only be to the Employee extent necessary to reimburse the Company render such term or the Subsidiary for any lump-sum payments provision valid and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodenforceable.

Non-Competition. The Employee shall not, at None of the Purchaser or any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterits subsidiaries shall, directly or indirectly, except where specifically contemplated by compete in the terms sorting and/or marketing of his employment or this Agreement, rough diamonds prior to the date that any of the following events has occurred: (a) be employed by, engage in the Purchaser does not have a Nominee appointed or participate in elected to the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within Board pursuant to Section 8 (whether as a result of the Territory; provided, however, that notwithstanding the foregoingresignation of a Nominee, the Employee may make solely passive investments 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 of the Selling Entities in any Competing Entity performing marketing and/or sorting obligations (after 45 day cure period has expired in respect thereof). In addition, during the common stock of which is publicly held and of which Participation Period, neither the Employee shall not own or controlPurchaser nor the Corporation shall, directly or indirectlyindirectly (including through any of its subsidiaries), solicit the employment or retainer of any current director or officer of the other party or any of its subsidiaries or, in the aggregate securities which constitute 5% or more case of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert Purchaser, any business or any customer from the Subsidiary or any Affiliate of the Subsidiary employees of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Technical Services Inc. (Canada). For greater certainty, for the purposes of this Section 14, solicitation will not include solicitation of directors or assist any personofficers where such solicitation is solely through advertising in 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 specifically named director or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate officer of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodparty.

Non-Competition. The Employee During the Non-Competition Period, Executive shall not, at any time during without the Employment Term and for a period (the "Restricted Period") prior written consent of three (3) years thereafteran authorized officer of Vishay, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementown, (a) be employed bymanage, engage operate, join, control, participate in, invest in or participate in the ownershipotherwise be connected or associated with, management, operation or control of, or act in any advisory manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or other capacity forinvestor, any Competing Entity which conducts its business within the TerritoryBusiness; provided, however, that notwithstanding nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock or other securities of which is a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and of which the Employee shall is not own otherwise associated with, such corporation, or control(B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the aggregate securities foregoing, if a company has separate divisions or subsidiaries, some of which constitute 5% conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or more subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)same company, and (2B) receive reimbursement from Executive obtains the Employee prior written consent of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the EmployeeVishay, and the Employee which consent shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may not be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodunreasonably with held.

Non-Competition. The In consideration of the salary paid to the Employee shall notby the Company, at any time the Employee agrees that during the term of the Employment Term and for a period of one (1) year following the termination of the Employment for whatever reason: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the "Restricted Period"“Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; and (c) of three (3) years thereafterunless expressly consented to by the Company, the Employee will not seek directly or indirectly, except where specifically contemplated by the terms offer of his alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this AgreementSection 10, (a) be a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from solar power products and services similar to those provided by the Company, except that if the Employee is employed by, engage in or participate in the ownershipprovides services as a director or otherwise to, management, operation a subsidiary or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its divisional business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; an entity, such subsidiary or (b) solicit or divert any divisional business or any customer shall be deemed a “Competitor” if it generates more than 10% of its revenues from solar power products and services similar to those provided by the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing soCompany. The Employee agrees thatprovisions provided in Section 10 shall be separate and severable, notwithstanding enforceable independently of each other, and independent of any other provision of this Agreement to the contrary, if he breaches any of his covenants Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 13, then, in addition to any other remedy which may be available at law or in equity10, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his have right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodseek remedies permissible under applicable law.

Non-Competition. The Employee Each of IHM and IHC shall not, at and shall not permit any time member of the iHeart Group to, without the written consent of CCOH, engage in the Outdoor Competing Business anywhere in the Outdoor Territory during the Employment Term Non-Compete Period; provided, that neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) IHM, IHC or any member of the iHeart Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in the Outdoor Competing Business and for such Person and its Affiliates (other than the iHeart Group as of immediately prior to such acquisition) to continue to engage in the Outdoor Competing Business; provided, further, that for the avoidance of doubt, in the event of a period Change of Control of IHM, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the "Restricted Period"Non-Compete Period or otherwise) of three (3) years thereafterany Person or group engaged in an Outdoor Competing Business that becomes the beneficial owner, directly or indirectly, except where specifically contemplated by of more than 50% of the terms total equity securities of his employment IHM, IHC or this Agreementany member of the iHeart Group from engaging in such Outdoor Competing Business. CCOH shall not, (a) be employed byand shall not permit any member of the Outdoor Group to, without the written consent of IHC and IHM, engage in or participate an iHeart Competing Business anywhere in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within iHeart Territory during the TerritoryNon-Compete Period; provided, howeverthat neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) CCOH or any member of the Outdoor Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in an iHeart Competing Business and for such Person and its Affiliates (other than the Outdoor Group as of immediately prior to such acquisition) to continue to engage in the iHeart Competing Business; provided, further, that notwithstanding for the foregoingavoidance of doubt, in the Employee may make solely passive investments event of a Change of Control of New CCOH, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) any person or group engaged in an iHeart Competing Entity Business that becomes the common stock of which is publicly held and of which the Employee shall not own or controlbeneficial owner, directly or indirectly, in the aggregate securities which constitute 5of more than 50% or more of the voting rights or total equity ownership securities of such Competing Entity; or (b) solicit or divert any business New CCOH or any customer from the Subsidiary or any Affiliate member of the Subsidiary Outdoor Group from engaging in such iHeart Competing Business. Each Party hereby acknowledges that the iHeart Group and the Outdoor Group engage through separate platforms in a business that derives revenue from selling, leasing and/or licensing advertisements, and the solicitation, sale, lease or assist license of advertisement opportunities to any person, firm or corporation Person shall in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision no way be a breach of this Agreement to even if any such activities result in a corresponding reduction in sales or revenue on any other platform of the contraryother Group. Notwithstanding the foregoing, if he breaches the performance by any of his the Parties or any of the members of their respective Groups of any obligations under this Agreement or any of the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups) shall in no way constitute a breach of this Agreement, including the covenants contained set forth in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period5.13.

Non-Competition. The Employee (a) During the Term, the Executive shall not, at not (1) provide any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterservices, directly or indirectly, except where specifically contemplated by to any other business or commercial entity without the terms consent of his employment the Board of Directors, such consent not to be unreasonably withheld, or this Agreement, (a2) be employed by, engage in or participate in the ownershipformation of any business or commercial entity without the consent of the Board of Directors, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territorysuch consent not to be unreasonably withheld; provided, however, that notwithstanding nothing contained in this Section 6(a) shall be deemed to prohibit the foregoingExecutive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation's (or other entity's) then outstanding shares of capital stock; and provided, further, that nothing contained herein shall be deemed to limit Executive's Permitted Activities pursuant to Section 1(d). (b) If Executive is terminated by the Company for Cause or if Executive terminates this Agreement in violation of the provisions of this Agreement, for a period of one year following the date of termination, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee Executive shall not own or control(1) provide any services, directly or indirectly, to any other business or commercial entity engaged primarily in the aggregate securities which constitute 5% or more Company's Field of the voting rights or equity ownership of such Competing Entity; Interest or (b2) solicit or divert participate in the formation of any business or any customer from commercial entity engaged primarily in the Subsidiary or any Affiliate Company's Field of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing BonusInterest; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants nothing contained in this Section 13 6(b) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) in the Company's Field of Interest not exceeding 2% of such corporation's (or other entity's) then outstanding shares of capital stock; and provided, further, that nothing contained herein shall be deemed to limit Executive's Permitted Activities pursuant to Section 1(d). This Section 6(b) shall be subject to written waivers that may be obtained by the denominator Executive from the Company. (c) If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of this Section 6, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. (d) If any of the covenants contained in Section 5, 6 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the total number invalid portions. (e) If any of days comprising the Restricted Periodcovenants contained in Section 5, 6 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. (f) The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5, 6 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reasons of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such other covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

Non-Competition. The Employee a) Neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall, for as long as this Lease remains in force and effect, either directly or indirectly, own, occupy or operate, or sell, lease or otherwise transfer to any person or entity, or permit any person or entity to occupy, any land, building, premises or space, whether presently owned or hereafter acquired, located within two (2) miles of the Leased Premises for the purpose of (i) conducting thereon a business similar to that being conducted by Tenant on the Leased Premises or (ii) the sales, display or rental of automotive parts, accessories, supplies and/or maintenance items. In addition, neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall notlease, at sell or otherwise transfer or convey any time during such premises adjacent to and/or contiguous with the Employment Term and for Leased Premises without imposing thereon a period (the "Restricted Period") restriction to secure compliance herewith, or permit any tenant or occupant of three (3) years thereafterany such premises or any part thereof to sublet or assign in any manner, directly or indirectly, except where specifically contemplated by the terms of his employment any part thereof to any person, firm, corporation or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act other entity engaged in any advisory or other capacity forsuch business described above, any Competing Entity without the prior written consent of Tenant, which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee consent may make solely passive investments be withheld by Tenant in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectlyTenant's sole discretion. b) Tenant shall, in the aggregate securities which constitute 5% or more event that there is a breach of any of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision provisions of this Agreement to Section 18, have the contraryfollowing rights and remedies, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator none of which shall be exclusive of the number other remedies or any other remedy otherwise available to Tenant: i) Tenant may institute proceedings to enjoin the violation; ii) If such breach continues for a period of thirty (30) days remaining after written notice thereof shall have been given by Tenant to Landlord, Tenant may, at any time thereafter, elect to terminate this Lease and, on such election, this Lease shall, on the date stated in the Restricted Period following the date on which the Employee first engages in notice of such breach of his covenants contained in this Section 13 election, be terminated, and the denominator of which Tenant shall be the total number released and discharged of days comprising the Restricted Periodand from any and all further liability hereunder; iii) Landlord shall protect, defend, indemnify and hold Tenant harmless from all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) sustained or incurred in connection with any proceedings instituted by Tenant as a result of any such breach.

Non-Competition. The Employee shall not, at any time during (a) During the Employment Term and for a period (the "Restricted Period", neither Seller, Seller Class A Member nor Kandera shall, and Seller, Seller Class A Member and Kandera shall cause each of their respective Affiliates (excluding the Seller Class B Member and the Affiliates of Seller Class B Member) of three (3) years thereafterto not, directly or indirectly, except where specifically contemplated by the terms of his employment alone or this Agreementwith others, for itself or for another Person: (ai) be employed byoperate or engage in, engage in or establish or acquire, or have any interest whatsoever in, or provide any services, assistance, financing or advice to (or to any Person who operates or engages in), or participate in the ownership, management, operation management or control of, or act be associated with, any business that operates or is engaged in, anywhere in the Restricted Area, any aspect of the Restricted Business; (ii) endorse, recommend, promote, support, sponsor, subsidize, or fund any Person that conducts any business in the Restricted Area that competes with any aspect of the Restricted Business; (iii) cause, induce, influence, encourage or solicit any Material Business Relationship, other actual business relationship or Prospective Business Relationship (provided that Seller, any other Selling Group Member, or Kandera, as applicable, has Knowledge of such other actual business relationship or Prospective Business Relationship) with Purchaser, Purchaser Parent or any of their respective Affiliates to terminate or modify in any advisory respect any such Material Business Relationship, other actual business relationship or other capacity forProspective Business Relationship; or (iv) sell or otherwise transfer or dispose of, or agree to sell or otherwise transfer or dispose of, any Competing Entity which conducts its of the Excluded Assets to any Person that (A) is a direct or indirect competitor of the Restricted Business, or (B), to the Knowledge of Seller, any other Selling Group Member or Kandera, intends to use or permit to be used the Excluded Assets in connection with a business within that competes directly or indirectly with the Territory; providedRestricted Business. (b) During the Restricted Period, howeverwithout the prior written consent of Purchaser, that notwithstanding Seller, each other Selling Group Member and Kandera will not, and Seller, Seller Class A Member and Kandera will cause their respective Affiliates (excluding Affiliates of the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlSeller Class B Member) to not, directly or indirectly, in the aggregate securities which constitute 5% (i) solicit for employment or more hire, or cause, induce, influence or encourage to terminate, reduce or modify their relationship with Purchaser, Purchaser Parent or any of the voting rights or equity ownership of such Competing Entitytheir respective Affiliates any Purchaser-Hired Former Employee; or (bii) solicit for employment, or divert any business cause, induce, influence or encourage to terminate, reduce or modify their relationship with Purchaser, Purchaser Parent or any customer from of their respective Affiliates any other Person who is or was during the Subsidiary previous twelve (12) months an employee of Purchaser, Purchaser Parent or any Affiliate of their respective Affiliates. Notwithstanding anything to the Subsidiary contrary contained in this Agreement, any response by an employee or assist any personformer employee to a general, firm published advertisement not targeting the Purchaser’s or corporation in doing so or attempting to do so; or Purchaser Parent’s employees shall not be a violation of this Section 5.4(b). (c) cause The Parties acknowledge that the restrictions contained in this Section 5.4 are reasonable and necessary to protect the legitimate interests of Purchaser, Purchaser Parent and their respective Affiliates and constitute a material inducement to Purchaser to enter into this Agreement and consummate the Transaction. In the event that any covenant contained in this Section 5.4 should ever be adjudicated to exceed the time, geographic, product or seek service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to cause any personreform such covenant, firm and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or corporation to refrain from dealing service or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing soother limitations permitted by applicable Law. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 135.4 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, then, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodjurisdiction.

Non-Competition. The In consideration of the Employee’s employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee’s Base Salary as an Employee shall notand for other good and valuable consideration, at any time receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) That during the Employment Term and for employment by Employer, Employee will not (i) engage in a period (the "Restricted Period") of three (3) years thereafterbusiness that competes, directly or indirectly, except where specifically contemplated by with any of the terms products, services or businesses of his employment or this Agreement, Employer; (aii) be employed byor become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the ownershipcustomers, managementassociates, operation or control ofconsultants, partners, or act in employees of Employer to take any advisory or other capacity for, any Competing Entity action which conducts its business within the Territorymight be disadvantageous to Employer; provided, however, that notwithstanding the foregoingnothing herein shall prohibit Employee from owning, the Employee may make solely as a passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectlyinvestor, in the aggregate securities which constitute not more than 5% or more of the voting rights outstanding publicly traded stock of any corporation so engaged. (b) That for a period of two years following termination of Employee’s employment, Employer shall, at its option, have the right to require that the Employee not (i) engage in a business that competes, directly or equity ownership indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee’s employment by Employer, (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or a consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such Competing Entitybusiness; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer with which Employee had contact during the two years prior to termination of Employee’s employment with Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (bvi) solicit engage in or divert participate in any business effort or act to induce any customer from the Subsidiary or any Affiliate of the Subsidiary customers, associates, consultants, partners, or assist employees of Employer to take any person, firm or corporation in doing so or attempting action which might be disadvantageous to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing BonusEmployer; provided, however, that any obligation nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any city, county or state in the United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the two years prior to reimburse termination of Employee’s employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b), with respect to employment or consulting activities, make the Company or payments described in Section 10 (d) below to Employee. In the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause event that the Employee would violate the provisions of this section following termination of Employee’s employment, Employer may, at its option, extend the foregoing two (2) year period by the duration of the Employee’s violation. (c) During Employee’s employment by Employer and during the course of the above-mentioned two (2) year period, Employee shall advise Employer in writing of each and every bona fide offer subject to the restrictions set forth in this Agreement which Employee receives and wishes to accept. Employees notice shall be sufficiently detailed regarding the nature and scope of the offer and the identity and business of the offer or to permit Employer to make an informed decision whether to exercise its option hereunder, and shall include a copy of the written offer from the offeror. Employee agrees to supplement the notice with further information upon request by Employer. (d) Employer shall have ten (10) business days following receipt of Employee’s written notification (and any requested supplement) to advise me of its election, in its sole discretion, either; (i) to waive the non-competition provisions of this sentence Agreement, in which case Employee shall lapse be free to accept such offer subject to all the other terms and conditions of any agreements with Employer relating to inventions and confidential information; or (ii) to insist upon Employers full compliance with the provisions of this Agreement. If Employer elects option (ii) with respect to an employment or consulting offer, Employer shall compensate Employee monthly in an amount equal to my latest monthly base pay as an employee of the Employer in lieu of salary, benefits and all other remuneration Employee would have received in connection with the proposed employment or consulting for a period beginning on the date of Employees notice as provided above and ending twenty-four (24) months from severance of Employee’s employment with Employer. The amount payable may be reduced as provided herein. Monthly payments shall begin with the end of the month Employer elects option (ii) above. In the event Employee receives an offer of temporary or part-time employment or an offer to serve as consultant, the amount payable pursuant to this Section 10(d) shall be the lesser (a) my latest monthly base pay or (b) the amount offered for temporary or part-time employment or consulting. Payments for temporary employment or consulting shall only be paid during the period for which Employee receives an offer of temporary employment or consulting. (e) The election by Employer of option (i) in Section 10(d) above with respect to any one offer shall not be deemed a pro rata basis release or a waiver with respect to any other offers which Employee may receive during the two-year period of restriction. Payments pursuant to Section 10(d) above will be adjusted if Employer exercises its option with respect to a subsequent offer of employment or consulting which results in different payments. Payments ender Section 10(d) will be based solely upon the most recent offer of employment or consulting presented to Employer. In no event will compensation ender Section 10(d) exceed Employee’s latest monthly base pay as follows: an employee of Employer. (f) If Employee accepts employment or performs services for any business acceptable to Employer or not subject to the portion restriction set forth in this Agreement during the two-year period of restriction, the amount of any compensation to which Employee may later become entitled hereunder shall be reduced by the amount by which compensation received for such employment or services exceeds the base pay Employee would have received at Employer for a period of time of the same duration as such employment or services. Employee shall promptly advise Employer in writing upon seeking payment pursuant to Section 10(d) of the dates such acceptable or unrestricted employment commenced and terminated and the compensation received therefor. In such case, Employer shall reduce future payments to Employee under Section 10(d) as provided herein. Payments pursuant to Section 10(d) above shall also be reduced by an amount equal to the amount paid to Employee by Employer under any other agreement, if any, limiting Employee’s right to subsequent employment. (g) Notices shall be sent to Employer at most recent corporate headquarters address, and to Employee at the most recent address Employer has for Employee, or at such different address as either party shall have given notice by certified mail, Return Receipt Requested. Refusal by either party to accept a notice shall be deemed receipt of that notice. (h) If any provision of this Section 10 should be adjudicated to be invalid or ____forceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such lumpprovision in the particular jurisdiction in which such adjudication was made; provided, however, that to the extent any such provision may be made valid and enforceable in such jurisdiction by limitations on the scope of activities, geographical area or time period covered, the parties agree that such provision instead shall be modified and deemed limited to the extent, and only to the extent, necessary to make such provisions enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction, and in such limited form shall be fully enforceable. The parties further agree to modify, re-sum payments execute and Closing Bonus resubmit this Agreement to an appropriate court if necessary to effect the purpose of this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. (i) The Employee acknowledges and agrees that a breach of the provisions of this Agreement by the Employee will cause serious and irreparable damage to Employer that may be required difficult to quantify and for which monetary damages alone will not be so reimbursed by adequate. Accordingly, the Employee agrees that if Employer should bring an action to enforce its rights under this Agreement and if Employer establishes that Employee has breached any of the Employee’s obligations under this Agreement, Employer shall be entitled to (i) temporary and/or permanent injunctive relief without the total of all such lump-sum payments need for posting a bond, and Closing Bonus multiplied (ii) reasonable attorneys’ fees incurred by a fraction, the numerator of which Employer in bringing and prosecuting any action for breach. Nothing in this Agreement shall be construed to prohibit Employer from pursuing any other legal or equitable remedy. Employee agrees that in no event will Employer be liable to Employee for damages in connection with Employer’s enforcement of this Agreement in excess of the number amounts specifically provided herein. Employee agrees that Employer, or its assignee, may assign this Agreement upon written notice to Employee. (j) In consideration for Employees obligations under this Agreement, Employer shall pay Employee upon termination of days remaining Employee’s employment with Employer, as supplemental severance pay in the Restricted Period following the date on which the Employee first engages addition to all other normal severance benefits, but in such breach lieu of his covenants contained in this Section 13 similar severance under any other non-competition agreement, if any, with Employer, six months of Employee’s latest Base Salary and the denominator release and issuance of which shall be the total number remaining Fifty percent (50%) founders stock as per article 5 (a) V, as an Employee of days comprising Employer if termination occurs within the Restricted Periodfirst one-year term of Employment without cause and three months of Employee’s latest Base Salary as an Employee of Employer thereafter.

Non-Competition. The Employee Each of the Shareholders and Shareholder Beneficiaries hereby agrees that, in order to protect the goodwill of the Company and in consideration of the benefits each Shareholder and each Shareholder Beneficiary will or may receive under this Agreement and the Related Documents, including the payments that may be made to such Shareholder with respect to such Shareholder’s Shares pursuant to this Agreement (and such Shareholder Beneficiaries’ benefits in respect of such payments), during the period commencing on the date hereof and continuing through the end of the Restriction Period (as defined below) each Shareholder and Shareholder Beneficiary shall not, at any time during without the Employment Term and for a period (prior written consent of the "Restricted Period") of three (3) years thereafterParent, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementrun, (a) own, manage, operate, control, be employed by, engage provide consulting services to, be an officer or director of, participate in, lend his name to, invest in, or otherwise be connected or affiliated in or participate in any manner with the management, ownership, management, operation or control of(all of the foregoing being referred to herein as “Relationships”) of (i) during the portion of the Restriction Period during which the applicable Shareholder Beneficiary is engaged as an employee or consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such Shareholder Beneficiary), any business, venture or activity that is in any way or manner competitive with the business of either the Parent or the Surviving Corporation, including but not limited to retention marketing and customer communication software and/or services for the dental practice sector, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or enterprise that develops, manufactures, markets, licenses, sells or provides any customer from product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Subsidiary Parent or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; Surviving Corporation or (cii) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: during the portion of the Restriction Period in which the applicable Shareholder is not engaged as an employee or consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such lump-sum payments and Closing Bonus Shareholder Beneficiary) any business, venture or activity that may be required is in any way or manner competitive with any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be so reimbursed developed, manufactured, marketed, licensed, sold or provided, by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.Parent or

Non-Competition. The Employee shall (a) In order to further the business of the Joint Venture and to protect the Intellectual Property and other contributions of the Parties to the Joint Venture, each of Clorox and P&G agrees that during the Term, and P&G agrees that for [* * *] thereafter (unless otherwise provided herein), it will not, at and it will cause its Subsidiaries not to, directly or indirectly THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. conduct, engage in, manage, own, operate, invest in or license the right to use any time during trademark, tradename or Specific Technology for use in connection with, any Competing Business anywhere in the Employment Term world other than through the Joint Venture and for the Glad Global Business. (b) Notwithstanding the foregoing, the provisions of this Section 7.2 will not prohibit, restrict or prevent Clorox, P&G or their respective Subsidiaries from: (i) engaging in a period [* * *] so long as the aggregate revenues to Clorox and its Subsidiaries or P&G and its Subsidiaries, as applicable, from all such [* * *], (the "Restricted Period"ii) acquiring not more than [* * *] percent ([* * *]%) of three any class of publicly traded equity securities of any Person, (3iii) years thereafteracquiring [* * *] percent ([* * *]%) or more of any class of capital stock of any Person that directly or indirectly through one or more Subsidiaries or otherwise has a [* * *] operations as long as (x) such [* * *] percent ([* * *]%) of such acquired Person’s [* * *] acquisition and (y) the portion of such Person’s business that engages in the [* * *] is sold or disposed of no later than [* * *] after the [* * *] by Clorox, P&G or their respective Subsidiaries (as applicable), (iv) investing in any Person [* * *] operations as long as (w) such [* * *] percent ([* * *]%) of such acquired Person’s [* * *] acquisition, (x) such investment [* * *] percent ([* * *]%) of any [* * *] interests of such Person, (y) the investor does not, directly or indirectly, except where specifically contemplated by direct or cause the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control direction of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingparticipate in, the Employee may make solely passive investments in any Competing Entity [* * *] of such Person, and (z) the common stock of which is publicly held and of which the Employee shall not own or control, Person that directly or indirectlyindirectly [* * *] and its Subsidiaries will [* * *] (A) any trademark or tradename of the investor or any of the investor’s Affiliates [* * *] or (B) any [* * *] owned, licensed or otherwise held by the investor or any of the investor’s Affiliates, (v) with respect to [* * *] with respect to which (A) the license of any P&G Technology has terminated pursuant to Section 7.1 of the P&G License Agreement and (B) the Glad Global Business does not conduct any business in such country or license any third party to conduct such business, (vi) [* * *] if (A) the license of any P&G Technology for use [* * *] has terminated pursuant to Section 7.1 of the P&G License Agreement and (B) the Joint Venture [* * *] any business in the aggregate securities [* * *] or license any third party [* * *] such business, (vii) [* * *] directly or indirectly [* * *] or [* * *] any product currently [* * *] or [* * *] by [* * *] (“Existing Product”) which constitute 5% Existing Product would be deemed [* * *], or (viii) [* * *], co-marketing products of P&G or more its Subsidiaries that are [* * *] with products of the voting rights or equity ownership of such a third party Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Business that are [* * *]. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) cause As used in this Section 7.2, “Competing Business” means the [* * *] bags, wraps, straws or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. covered containers [* * *] but excluding [* * *]. (d) The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants restrictions contained in this Section 13, then, 7.2 will terminate with respect to P&G and its Subsidiaries in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision event of any severance compensation and benefits to which the Employee is otherwise entitled an exercise by P&G of its Put Right pursuant to Section 10(a), 6.4(a)(ii) hereof. The expiration or termination of this Section 7.2 will not affect any of the Parties’ rights under the P&G License Agreement. (e) In order to further the business of the Joint Venture and (2) receive reimbursement from to protect the Employee Intellectual Property and other contributions of any lump-sum payments previously made the Parties to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to Joint Venture, during the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) Term of this sentence shall lapse on a pro rata basis as follows: the portion Agreement and for [* * *], P&G [* * *]. For purposes of such lump-sum payments and Closing Bonus that may clarification, P&G will not be required deemed to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied in breach hereof if any products based on [* * *] by a fractioncustomer or broker (or a subsequent customer or broker) [* * *], the numerator of which shall be the number of days remaining so long as P&G and its Subsidiaries [* * *]. Nothing herein will prevent P&G or its Subsidiaries from selling to any third party [* * *] (except as set forth in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodimmediately preceding two sentences).

Non-Competition. The Employee shall not, at any time during (a) For the Employment Term and for a applicable period set forth below (the "Restricted Period") of three (3) years thereafter), the Executive shall not, directly or indirectly, except where specifically contemplated by the terms of his employment own an interest in, manage, operate, join, control, consult, advise, or this Agreement, (a) be employed by, engage in render other assistance to or participate in or be connected with, as an officer, (b) During the ownershipRestricted Period, managementthe Executive shall not directly or indirectly (i) hire or employ on any basis, operation (ii) solicit or control ofendeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or act (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Executive shall not interfere in any advisory manner with any customer, consultant, supplier or other capacity forclient of the Company or its Affiliates, or any Competing Entity which conducts Person who was a customer, consultant, supplier or client of the Company or its business Affiliates within the Territorythen most recent six-month period. (c) Nothing in this Agreement shall prohibit the Executive from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, that notwithstanding the foregoing, Executive and the Employee may make solely passive investments in any Competing Entity the common stock members of which is publicly held and of which the Employee his immediate families shall not own any voting securities or controlany other interest in, directly or indirectlylend or contribute monies, properties or services to, any other company engaging in the aggregate securities which constitute 5% or more a Restricted Business. (d) The Executive acknowledges that a material breach of any of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, 5 would result in addition material irreparable injury to any other remedy which may be available at law or in equity, the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Subsidiary Company shall be entitled to (1) cease obtain a temporary restraining order and/or a preliminary or withhold payment or provision of any severance compensation and benefits to which permanent injunction restraining the Employee is otherwise entitled pursuant to Executive from engaging in activities prohibited by this Section 10(a)5, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis other relief as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by specifically enforce any of the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period5.

Non-Competition. 6.1 The Employee shall agrees that if his employment is terminated for any reason whatsoever in accordance with the provisions of this Agreement, he will not, at any time during the Employment Term period commencing on the date of such termination and for a period ending on the second anniversary of the date of such termination, (the "Restricted Period"a) within North America, by himself, or in partnership with or in conjunction with or as an employee, officer, director, manager or agent of three (3) years thereafterany other person, firm or corporation or in any other capacity whatsoever, either directly or indirectly, except where specifically contemplated by the terms of his employment undertake, carry on or this Agreement, (a) be employed by, engage engaged in or participate in the ownership, management, operation or control ofhave any financial interest in, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary manner advise or assist any person, firm or corporation other than the Employer or pursuant to any agreement be engaged in doing so or attempting interested in any business within the geographical area restricted as aforesaid, directly or indirectly, competitive with the business of the Employer; or (b) interfere with or prejudice in any way the business relationship between the Employer and its customers and suppliers who were customers and suppliers of the Employer at the date of termination of the Employee's employment, including, without limiting the generality of the foregoing, soliciting or assisting any other person to do sosolicit, for the benefit of any person other than the Employer, any such supplier of the Employer with a view to requesting, inducing or persuading such suppliers to supply merchandise, goods and/or services to any person other than the Employer, identical or similar to the Employer; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary solicit or assist any personother person to solicit, firm for the benefit of any person other than the Employer, any such customer of the Employer with a view to requesting, inducing or corporation in doing so. The Employee agrees thatpersuading such customer to purchase merchandise, notwithstanding goods and/or services from any person other provision of this Agreement than the Employer, identical or similar to the contrarymerchandise, if he breaches any of his goods and/or services supplied by the Employer to such customer . 6.2 The covenants agreed to and contained in this Section 13, then, Article or part hereof are each separate and distinct from every other covenant set forth in addition to this Agreement and it is agreed that if any other court of competent jurisdiction adjudges that the whole or any part of this Article is void or unenforceable then such part shall be severable from and shall not render unenforceable the remainder of this Article and this Agreement. 6.3 The parties recognize and acknowledge that neither the Employer nor the Employee has an adequate remedy which may be available at law or in equity, the Company event that the Employee violates any of the covenants under this Article and each of them acknowledge that the Subsidiary covenants and conditions of the Employee are reasonable and necessary for the protection of the business of the Employer and therefore the Employer shall be entitled to (1) cease or withhold payment or provision injunctive relief in the event of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from violation by the Employee of any lump-sum payments previously made to such covenant or covenants. Without limiting the generality of the foregoing, the Employee of any severance compensation payable under Section 10(a) acknowledges and any Closing Bonus theretofore paid to agrees that the Employee's covenants in this Article 6.00 form a substantive part of the consideration and inducement to Officeland to enter into a Stock Purchase Agreement effective as of October 9, and 1998 with the Employee shall forfeit his right pursuant to receive any such severance compensation and Closing Bonus; provided, however, that any obligation which Officeland agreed to purchase all of the Employee to reimburse issued and outstanding shares of the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodEmployer.

Non-Competition. The Employee shall not, at any time during During the Employment Term term of the Employee's employment hereunder and for a period the Designated Period (as defined below) after termination of the "Restricted Period"Employee's employment hereunder, the Employee will not (a) anywhere within the State of three (3) years thereafterMichigan, engage, directly or indirectly, except where specifically contemplated by the terms alone or as a shareholder (other than as a holder of his employment or this Agreement, less than five percent (a5%) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity of the common stock of which any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is publicly held engaged or becomes engaged in the dental business limited to extended care and assisted living facilities in competition with the Employer or any of which its affiliates (including HealthDrive Corporation or any professional corporations) (the Employee shall not own "DESIGNATED INDUSTRY"), (b) divert to any competitor of the Employer or controlany of its affiliates (including HealthDrive Corporation or any professional corporations) any customer of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations), or (c) solicit or encourage any officer, employee or consultant of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) to leave their employ for alternative employment, or hire or offer employment to, directly or indirectly, in any person whom the aggregate securities which constitute 5% Employer or more any of its affiliates (including HealthDrive Corporation or any professional corporations) then employs or to whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) has offered employment. For purposes hereof, the term "DESIGNATED PERIOD" shall mean (i) with respect to termination of the voting rights or equity ownership of such Competing Entity; Employee's employment hereunder (a) pursuant to Section 7(a) hereof, or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any personpursuant to Section 7(b) hereof, firm or corporation in doing so or attempting to do so; or (c) cause or seek by the Employee pursuant to cause any personSection 7(c) hereof, firm or corporation a period of eighteen (18) months following the date of such termination, and (ii) with respect to refrain from dealing or doing business with the Subsidiary or any Affiliate termination of the Subsidiary or assist any personEmployee's employment hereunder by the Employer pursuant to Section 7(c) hereof, firm or corporation in doing sothrough such date of termination. The Employee agrees that, notwithstanding any other provision acknowledges that the provisions of this Agreement Section 10 are essential to protect the contrary, if he breaches any business and goodwill of his covenants contained in the Employer. The Employee will continue to be bound by the provisions of this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company 10 until their expiration and the Subsidiary shall not be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee Employer with respect thereto except as provided above. If at any time the provisions of any lump-sum payments previously made this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to court or other body having jurisdiction over the Employee, matter; and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, agrees that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis Section 10 as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee amended shall be the total of all such lump-sum payments valid and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodbinding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. The Employee shall notFrom and after the Closing, at any time during the Employment Term and for a period the next --------------- succeeding two (2) years (the "Restricted Period"), none of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Individual Sellers") of three (3) years thereaftershall, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementin whole or in part, (ai) be employed by, engage in any activity which is directly competitive with the business of the Company as conducted during the one (1) year period immediately preceding the Closing or participate in the ownership, management, operation or control of, or act (ii) become interested in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments Person engaged in such activity in any Competing Entity capacity including, but not limited to, as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. During the common stock of which is publicly held and of which the Employee shall not own or controlRestricted Period, no Individual Seller shall, directly or indirectly, in the aggregate securities which constitute 5% hire or more solicit any employee of the voting rights Buyer or equity ownership the Company or encourage, in any way, any such employee to leave such employment. For purposes of such Competing Entity; this Section 6.5, "Company" shall mean and include the Company and the California Subsidiary. The Individual Sellers hereto acknowledge that any breach or (b) solicit or divert threatened breach of any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any personcovenants contained herein would cause irreparable harm to the Buyer and that money damages would not, firm or corporation in doing so or attempting alone, provide an adequate remedy to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate Buyer. The Buyer shall have all of the Subsidiary or assist any personrights and remedies available under law, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent of the Company other and severally enforceable including, but not limited to, the Subsidiary shall be entitled right to (1) cease or withhold payment have such covenants enforced by any court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or provision of any severance compensation and benefits to bond or other security, which requirements being hereby expressly waived by the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the EmployeeIndividual Sellers, and the Employee shall forfeit his right to receive require any Individual Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or received by such violating party as a result of any breach of such covenant. No Individual Seller who is a violating party shall raise as a defense to the granting of any such severance compensation relief that the Person requesting any such relief has an adequate remedy at law. Each of the Individual Sellers acknowledges and Closing Bonus; provided, however, agrees that the covenants set forth herein are reasonable in duration and scope and in all other respects. If any court determines that any obligation such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the covenants contained herein are unenforceable, because of the Employee duration or scope of such provision, such court is requested to reimburse reduce the duration or scope of such provision, as the case may be, so that, in its reduced form, such provisions shall then be enforceable. The Individual Sellers intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any way affect, the right of the Company or to the Subsidiary for relief provided above in the courts of any lump-sum payments and Closing Bonus pursuant other jurisdiction within the United States as to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion breaches of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages covenant in such breach other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Nothing contained herein shall preclude any party hereto from owning less than 1% of his covenants contained in this Section 13 the issued and outstanding capital stock of any corporation whose shares are listed for trading on the denominator of which shall be the total number of days comprising the Restricted PeriodNew York Stock Exchange, American Stock Exchange or NASDAQ National Market.

Non-Competition. The Employee shall notOther than in connection with Executive’s performance of Executive’s duties hereunder, at any time during the Employment Term period in which Executive performs services for Wintrust and for a period (the "Restricted Period") of three (3) years thereafterafter termination of Executive’s employment with ▇▇▇▇▇▇▇▇, regardless of the reason, Executive shall not compete with Wintrust or its Affiliates, directly or indirectly, except where specifically contemplated either alone or in conjunction with any other person, firm, association, company or corporation, by the terms of his employment or this Agreement, engaging in activities including but not limited to: (a) be employed byserve as a principal, engage owner, senior manager, or in a position comparable to that held by Executive at any time during Executive’s employment with Wintrust, for a bank or participate other financial institution (or any branch or affiliate thereof) which offers to its customers any of the services provided by Wintrust or its Affiliates and which operates in the ownership, management, operation Market Area of Wintrust or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or Affiliate; (b) solicit or divert conduct business which involves any business of the services provided by Wintrust or its Affiliates from or with any person, corporation or other entity which was (i) a customer from the Subsidiary of Wintrust or any Affiliate with whom Executive had direct or indirect contact while employed by ▇▇▇▇▇▇▇▇ or about whom Executive obtained Confidential Information during the fifteen months prior to the termination of Executive’s employment with Wintrust, or (ii) a potential customer with whom Wintrust or any Affiliate has, at the time of Executive’s termination of employment with Wintrust, an outstanding oral or written proposal to provide any of the Subsidiary services provided by Wintrust or assist its Affiliates and with whom Executive had direct or indirect contact while employed by ▇▇▇▇▇▇▇▇; (c) request, advise or directly or indirectly invite any personof the existing customers, firm suppliers or service providers of Wintrust or any Affiliate to withdraw, curtail or cancel its business with Wintrust or any Affiliate (other than through mass mailings or general advertisements not specifically directed at customers of Wintrust or any Affiliate); (d) hire, solicit, induce or attempt to solicit or induce any employee, consultant, or agent of Wintrust or any Affiliate (i) to terminate his employment or association with Wintrust or any Affiliate or (ii) to become employed by or to serve in any capacity by a bank or other financial institution which operates or is planned to operate in the Market Area of Wintrust or of any Affiliate; or (e) in any way participate in planning or opening a bank or other financial institution which operates or is intended to operate in the Market Area of Wintrust or of any Affiliate. For the purposes of this Agreement, the “Market Area” of Wintrust or of an Affiliate shall be the area within a ten (10) mile radius of the principal office and branches of Wintrust or of any Affiliate. Notwithstanding the foregoing, Executive shall not be prevented from: (i) investing or owning shares of stock of any corporation engaged in doing so any business, provided that such shares are regularly traded on a national securities exchange or attempting in any over-the-counter market; (ii) retaining any shares of stock in any corporation which Executive owned prior to do sothe date of Executive’s employment with Wintrust (subject to any and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in customers); or (ciii) cause or seek to cause investing as a limited partner (without decision-making authority) in any personprivate equity fund, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate provided that Executive’s involvement in such investment is solely that of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition a passive investor (subject to any other remedy which may be available at law and all rules and regulations of applicable banking regulators or policies of Wintrust governing transactions with affiliates and ownership interests in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(acustomers), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The Employee shall not(a) During the term of his employment with the Corporation, at any time during the Employment Term and for a period of two (the "Restricted Period") of three (32) years thereafter(one (1) year if the Funding does not occur) following the termination, for any reason whatsoever, of his employment therewith, Scientist will not (i) own or have any interest, directly or indirectly, except where specifically contemplated in, or act as an officer, director, agent, employee, or consultant of, or assist in any way or in any capacity, any person, firm, association, partnership, corporation, or other entity which is in competition with the Corporation; (ii) divert or attempt to divert any business from the Corporation; or (iii) directly or indirectly entice, induce or in any manner influence any person who is, or shall be, in the service of the Corporation to leave such services for the purpose of engaging in a business, or being employed by or associated with any person, firm, association, partnership, corporation or other entity, which is in competition with the terms Corporation. The Scientist's obligations under this Subsection (a) shall terminate in the event the Corporation terminates this -------------- Agreement prior to its expiration for any reason other than an Act of Misconduct. (b) Scientist agrees that upon termination of his employment with the Corporation he will deliver to the Corporation all books, records, lists or this Agreementsuppliers and customers, (a) be employed bysamples, engage in price lists, brochures and other property belonging to the Corporation or participate in relating to the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights Corporation. (c) Scientist agrees that he will not at any time during or equity ownership of such Competing Entity; after his employment with the Corporation reveal, divulge or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist make known to any person, firm or corporation in doing so any knowledge or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary information or any Affiliate facts concerning any suppliers, customers, methods, processes, developments, schedules, lists or plans of or relating to the business of the Subsidiary Corporation and will retain all knowledge and information which he has acquired or assist which he will acquire during his employment therewith relating to such supplier, customers, methods, processes, developments, schedules, lists and plans and the business of the Corporation in trust in a fiduciary capacity for the sole benefit of the Corporation, its successors or assigns. (d) In the event any person, firm court shall finally hold that the time or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Section 9 constitutes an unreasonable restriction --------- against the Scientist, Scientist agrees that the provision hereof shall not be rendered void but shall apply as to such time, territory, and other extent as such court may judicially determinate or indicate constitutes a reasonable restriction under the circumstances involved. (e) The provisions for this Section 9 shall survive the termination of --------- the terms of this Agreement and shall run to and inure to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation benefit of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments Corporation, its successors and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodassigns.

Non-Competition. The Employee shall notDuring the term of this Agreement and thereafter as set forth below in this Section 3.4(a), at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or no party to this Agreement, no Shareholder and no Affiliate of any of the foregoing shall directly or indirectly (ai) be employed by, engage in or participate Operations in the ownershipTerritory other than through the Joint Venture Company or a Subsidiary thereof, management, operation (ii) compete with the Joint Venture Company or control of, or act any of its Subsidiaries for opportunities to engage in any advisory or other capacity for, any Competing Entity which conducts its business within Operations in the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in (iii) provide any Competing Entity the common stock of which is publicly held and of which the Employee shall not own assistance to any Person providing or control, directly or indirectly, requiring Operations in the aggregate securities which constitute 5% Territory other than through the Joint Venture Company or more of the voting rights or equity ownership of such Competing Entitya Subsidiary thereof; or (biv) solicit own, beneficially or divert of record, an equity or other ownership interest in any Person or other business or any customer from endeavor that engages in Operations in the Subsidiary or any Affiliate of Territory other than the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Joint Venture Company and its Subsidiaries; provided that the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to limitation set forth in clause (2iv) of this sentence shall lapse not apply to the ownership of less than 5% of the outstanding securities of any entity whose securities are publicly traded. The limitations on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants competition contained in this Section 13 3.4(a) shall remain in effect following termination of this Agreement (i) with respect to ▇▇▇▇▇▇▇, any Person who has acquired beneficial ownership of any Shares issued to ▇▇▇▇▇▇▇ (each a "▇▇▇▇▇▇▇ Transferee"), and their respective Affiliates until the fifth anniversary of any termination of this Agreement caused by a purchase of Shares from ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Transferees pursuant to Sections 11.2 or 11.3 hereof or otherwise or the sale by ▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ Transferee to any Third Party, including OMNI, OMNI International or any OMNI Transferee, as defined below, pursuant to Section 11.4, and (ii) with respect to OMNI, OMNI International and any Person who has acquired beneficial ownership of any Shares issued to OMNI International (each an "OMNI Transferee"), and their respective Affiliates until the fifth anniversary of any purchase of Shares from OMNI International or any OMNI Transferee pursuant to Section 11.2 hereof or otherwise. Except as set forth in the immediately preceding sentence, upon any termination of this Agreement, the limitations on competition contained in this Section 3.4(a) shall remain in effect for a period of five years after the date of such termination (i) with respect to ▇▇▇▇▇▇▇, all ▇▇▇▇▇▇▇ Transferees and the denominator respective Affiliates of which shall each of the foregoing, provided that the term "Operations" in the first sentence of this Section 3.4(a), for purposes of this clause be defined as "providing seismic drilling, helicopter support and other related services (excluding survey services) to, and the total number assembly, manufacture and repair of days comprising drilling equipment for use by the Restricted Periodonshore geophysical industry"; and (ii) with respect to OMNI, OMNI International, all OMNI Transferees and the respective Affiliate of each of the foregoing; provided that the term "Operations" in the first sentence of this Section 3.4(a) for purposes of this clause be defined as "providing line cutting services to the geophysical industry".

Non-Competition. The Employee shall notExecutive hereby agrees that, at any time during the Employment Term and for a period of twelve (12) months following the "Restricted Period") termination of three (3) years thereafterhis employment under this Agreement, he will not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementindirectly and in any way, (a) own, manage, operate, control, be employed by, engage participate in, or be connected in or participate in any manner with the ownership, management, operation or control of, or act in of any advisory or other capacity for, any Competing Entity which conducts its business within competing with the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more business of the voting rights or equity ownership of such Competing Entity; or Company, (b) interfere with, solicit on behalf of another or divert any business attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer from that the Subsidiary Company (or any Affiliate affiliate or subsidiary of the Subsidiary Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any 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 hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or corporation in doing so other entity, the employees of which the Company.(or any affiliate or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate subsidiary of the Subsidiary Company) has agreed not to hire or assist any person, firm or corporation in doing soendeavor to hire. The Employee agrees thateffective time of the limitations imposed by this Section 12 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 12. Because of the Executive’s knowledge of the Company’s business, notwithstanding in the event of the Executive’s actual or threatened breach of the provisions of this Section 12, the Company shall be entitled to, and 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 provision available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Agreement Section 12 are necessary and reasonable to protect the contrary, if he breaches Company in the conduct of its business. If any of his covenants restriction contained in this Section 1312 shall be deemed to be invalid or unenforceable by reason of the extent, thenduration of geographic scope thereof, in addition to any other remedy which may be available at law or in equity, then the Company and shall have the Subsidiary shall be entitled right to (1) cease or withhold payment or provision reduce such extent, duration, geographic scope of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)other provisions thereof, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee in their reduced form such restrictions shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may then be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining enforceable in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodmanner contemplated hereby.

Non-Competition. The parties also acknowledge and agree that the Company's customer contacts and relations are established and maintained at great expense and that Employee, by virtue of his employment under this Agreement, will have unique and extensive exposure to, and personal contact with, the Company's customers and that Employee will be able to establish a unique relationship with those individuals that will enable him, both during and after employment, to unfairly compete with the Company. In consideration of the continued employment by the Company of Employee, and in consideration of the compensation and newly established severance arrangement provided to Employee by the Company under this Agreement, Employee agrees that he shall not, not do any of the following at any time during the Employment Term term of this Agreement, nor, after he ceases to be employed by the Company, for a period of two (2) years with respect to subparagraphs (a) and (b), and for a period of five (the "Restricted Period") of three (35) years thereafter, with respect to subparagraph (c): (a) directly or indirectly, except where specifically contemplated by the terms of his employment become a stockholder, partner, member or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act other owner in any advisory business or other capacity forentity that is a business competitor of the Company, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own be prohibited from, and the foregoing restriction shall not apply to, Employee's ownership of less than a ten percent (10%) interest in any company whose shares of stock are traded in a recognized stock exchange or control, directly or indirectly, traded in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entityover-the-counter market; or and/or (b) solicit in any manner induce, attempt to induce or divert assist others to induce any customer, client, employee or other person or entity having a business or any customer from employment relationship with the Subsidiary Company to terminate such relationship, or any Affiliate do anything to interfere with the relationship of the Subsidiary Company with such person or assist any person, firm or corporation in doing so or attempting to do so; or entity. (c) cause or seek to cause communicate with any person, firm or corporation to refrain from dealing or doing business party with which the Subsidiary or Company has a Site Agreement until six (6) months after the expiration of any Affiliate such Agreement. Employee expressly agrees that in the event of a breach of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, thensubparagraph (c), in addition to any other remedy which may be available at law remedies provided hereunder or in equityby law, the Company and the Subsidiary shall will be entitled to recover from Employee as liquidated damages, an amount equal to Five Thousand Dollars (1$5,000) cease or withhold payment or provision of for each phone located on any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously site where a communication has been made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) in violation of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodsubparagraph (c).

Non-Competition. The Employee shall not, at any time during During the Employment Term and for a period equal to the time during which Executive receives severance payments or benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Executive shall not, without the prior written permission of the Company, (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or Vermont; any other area of the "Restricted Period") United States in which the Company operates; or the remainder of three (3) years thereafterthe United States, its territories and possessions, directly or indirectly, except where specifically contemplated engage in any activity or business that is the same or substantially similar to the work performed by the terms Executive for the Company and/or of the same substantive competency or nature as the work performed by the Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his employment own account or this Agreementin association with any other person, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory corporation or other capacity forentity, for any Competing Entity which conducts its business within the TerritoryCompetitive Business (as defined below); provided, however, that notwithstanding the foregoingExecutive shall be deemed to be acting “within” the above territories, even if physically outside of the Employee may make solely passive investments in any Competing Entity territories, if the common stock of which is publicly held and of which Executive’s activities assist the Employee shall not own or control, Competitive Business within the territories; (ii) directly or indirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was so employed within the immediately prior three months), or solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iii) solicit for a competitive purpose, interfere with the Company’s relationship with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude the Executive from investing his personal assets in the aggregate securities which constitute 5of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% or more of the voting rights or publicly-traded equity ownership securities of such Competing Entity; competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) solicit competes or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting is planning to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business compete with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained business in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or its subsidiaries is involved at any time during the Subsidiary for any lump12-sum payments and Closing Bonus pursuant month period immediately prior to clause (2) the termination of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodExecutive’s employment.

Non-Competition. The Employee shall not(a) In order to induce Purchaser to enter into this Agreement, at any time during and subject to the Employment Term exceptions set forth herein, Seller expressly covenants and agrees that, for a period of five (the "Restricted Period") of three (35) years thereafter, directly or indirectly, except where specifically contemplated by from and after the terms of his employment or this AgreementClosing Date, (ai) be employed byneither Seller nor any of its Affiliates shall without the prior express written consent of Purchaser (A) own, engage in manage, operate or participate in control, either within or outside the ownershipTerritory, managementany business, operation or control ofindividual, or act in any advisory partnership, firm, corporation or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of entity which is publicly held and of which the Employee shall not own or controlengaged, directly or indirectly, in the aggregate securities which constitute 5% or more Business of the voting rights Company or equity ownership of such Competing Entity; any Subsidiary within the Territory or (bB) solicit interfere or divert attempt to interfere with any business relationship between any third party and Purchaser or any customer 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 the Subsidiary any Person or any Affiliate of such Person who was a client of the Company or any Subsidiary or assist any personwithin the eighteen (18) month period immediately preceding the Closing Date, firm or corporation in doing so or attempting to do so; or (cii) cause solicit or seek to cause encourage any personofficer, firm employee, consultant or corporation to refrain from dealing agent employed or doing business with exclusively retained by the Subsidiary Company or any Affiliate Subsidiary on the Closing Date to leave the employ or exclusive retention of the Subsidiary Company or assist such Subsidiary, as the case may be, other than through a general solicitation that does not specifically target employees or consultants of the Company or any personSubsidiary; provided, firm -------- however, that nothing in this Section 7.8 shall limit, prohibit or corporation restrict ------- ----------- Seller or any of its Affiliates from carrying out any of the activities listed on Schedule 7.8 hereto or from owning, directly or indirectly, ------------- solely as an investment, publicly-traded securities of an entity which engages in doing sothe Business if Seller and its Affiliates do not, collectively, own more than five percent (5%) of any class of securities of such entity. The Employee agrees thatFor the avoidance of doubt, notwithstanding any other provision of this Agreement anything herein to the contrary, if he breaches any of his covenants contained in 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 13, then7.8 applies only to entities and not to any natural ----------- persons. (b) Seller and Purchaser expressly agree that the remedies at law for any breach of the provisions of this Section 7.8 may be inadequate and that, in addition to any other remedy which remedies that Purchaser may be available at law or in equityhave, the Company and the Subsidiary Purchaser shall be entitled to (1) cease seek temporary and permanent injunctive relief without the necessity of proving actual damages or withhold payment posting bond. To the extent that any part of this Section 7.8 may be invalid, illegal or provision of unenforceable for ----------- any severance compensation and benefits to which the Employee reason, it is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made intended that such part shall be enforceable to the Employee extent that a court of any severance compensation payable under Section 10(a) competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable. Seller and any Closing Bonus theretofore paid Purchaser acknowledge that Purchaser would not enter into this Agreement or acquire the Membership Interests unless Seller agreed to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) provisions of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.7.8. ------------

Non-Competition. The In consideration of the salary paid to the Employee shall notby the Company, at any time the Employee agrees that during the term of the Employment Term and for a period of one year following the termination of the Employment for whatever reason: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the "Restricted Period"“Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; and (c) of three (3) years thereafterunless expressly consented to by the Company, the Employee will not seek directly or indirectly, except where specifically contemplated by the terms offer of his alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this AgreementSection 10, (a) be a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from battery products and services similar to those provided by the Company, except that if the Employee is employed by, engage in or participate in the ownershipprovides services as a director or otherwise to, management, operation a subsidiary or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its divisional business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; an entity, such subsidiary or (b) solicit or divert any divisional business or any customer shall be deemed a “Competitor” if it generates more than 10% of its revenues from battery products and services similar to those provided by the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing soCompany. The Employee agrees thatprovisions provided in Section 10 shall be separate and severable, notwithstanding enforceable independently of each other, and independent of any other provision of this Agreement to the contrary, if he breaches any of his covenants Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 13, then, in addition to any other remedy which may be available at law or in equity10, the Company and shall have the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodseek remedies permissible under applicable law.

Non-Competition. The Employee shall not(a) During the term of this Agreement and, at any time during the Employment Term and other than with respect to clause (i) below, for a period two years thereafter (the "Restricted Period") ), the Employee shall not, without the written consent of three (3) years thereafterthe Company, directly or indirectly, (i) become associated with, except where specifically contemplated by render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in the terms State of his employment Indiana and which is competitive with the manufacturing and printing specialty packaging business; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's or Press' relationship with any of its respective suppliers, material customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company or Press who or which transacts or has transacted business with the Company Press at any time during the term of this Agreement, (a) be employed by, engage in or participate and in the ownershipcase of Press, management, operation six (6) months prior thereto; or (iii) employ or control ofotherwise engage, or act in solicit, entice or induce on behalf of the Employee or any advisory other person or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoingentity, the Employee may make solely passive investments in services, retention or employment of any Competing Entity the common stock of which is publicly held and of which the Employee shall not own person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or control, directly or indirectly, in the aggregate securities which constitute 5% or more agent of the voting rights Company or equity ownership Press within one year of the date of such Competing Entity; offer or solicitation. (b) solicit Nothing herein contained shall be construed as prohibiting the Company or divert Press from pursuing any business other remedies available to it for such violation, including but not limited to any injunctive or any customer other equitable relief or the recovery of damages from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Employee. (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to acknowledges that the contrary, if he breaches any of his covenants contained in this Section 139 are fair and reasonable in order to protect the Company's or Press' business and were a material and necessary inducement for the Company to agree to the terms of this Agreement and to the transactions contemplated by the Purchase Agreement. The Employee further acknowledges that he has realized significant monetary benefit from these transactions, thenthat any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 9 may be inadequate and that the violation of any of the covenants contained in this Section 9 will cause irreparable and continuing damage to the Company. Accordingly, the Company may seek specific performance or any other mode of injunctive and/or other equitable relief to enforce their rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, and such injunctive relief shall be cumulative and in addition to any other remedy rights or remedies to which may be available at law or in equity, the Company and Press may be entitled. The covenants in this Section 9 shall run in favor of the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation Company and benefits to which its successors and assigns. In addition, the Employee is otherwise entitled pursuant agrees to Section 10(a)pay the Company the costs it incurs, including reasonable attorneys' fees and (2) receive reimbursement from expenses, in bringing and prosecuting any proceeding to enforce the Employee terms of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonusthis Agreement; provided, however, that the Company is successful in such proceeding. (d) In case any obligation one or more of the Employee to reimburse the Company terms or the Subsidiary provisions contained in this Section 9 shall for any lump-sum payments reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and Closing Bonus pursuant to clause (2) such modification or deletion shall not affect the validity of the other terms or provisions of this sentence Section 9. In addition, if any one or more of the restrictions contained in this Section 9 shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may for any reason be required held to be so reimbursed by unreasonable with regard to time, duration, geographic scope or activity, the Employee parties contemplate and hereby agree that such restriction shall be the total of all such lump-sum payments modified and Closing Bonus multiplied by a fraction, the numerator of which shall be enforced to the number of days remaining in full extent compatible with applicable law. The parties hereto intend that the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which 9 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the total number separate covenants deemed included in this Section 9 because, taken together, they cover too extensive a geographic area, the parties intend that those of days comprising such covenants (taken in order of the Restricted Periodcities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 9. (e) The provisions of this Section 9 shall survive the termination of this Employment Agreement.

Non-Competition. The Employee shall notExecutive hereby agrees that, at any time during the Employment Term and for a period of eighteen (18) months following the "Restricted Period") termination of three (3) years thereafterhis employment under this Agreement, he will not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementindirectly and in any way, (a) own, manage, operate, control, be employed by, engage participate in, or be connected in or participate in any manner with the ownership, management, operation or control of, or act in of any advisory or other capacity for, any Competing Entity which conducts its business within competing with the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more business of the voting rights or equity ownership of such Competing Entity; or Company, (b) interfere with, solicit on behalf of another or divert any business attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer from that the Subsidiary Company (or any Affiliate affiliate or subsidiary of the Subsidiary Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any 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 hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or corporation in doing so other entity, the employees of which the Company.(or any affiliate or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate subsidiary of the Subsidiary Company) has agreed not to hire or assist any person, firm or corporation in doing soendeavor to hire. The Employee agrees that, notwithstanding effective time of the limitations imposed by this Section 13 shall be extended for the period of time equal to any other provision period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Agreement to Section 13. Because of the contraryExecutive's knowledge of the Company's business, if he breaches any in the event of his covenants contained in the Executive's actual or threatened breach of the provisions of this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employeeto, and the Employee shall forfeit his right to receive Executive hereby consents to, an injunction restraining the Executive from any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) recovery of damages from the Executive. The Executive agrees that the provisions of this sentence shall lapse on a pro rata basis as follows: Section 13 are necessary and reasonable to protect the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining Company in the Restricted Period following the date on which the Employee first engages in such breach conduct of his covenants its business. If any restriction contained in this Section 13 shall-be deemed to be invalid or unenforceable by reason of the extent, duration of geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the denominator of which shall be the total number of days comprising the Restricted Periodmanner contemplated hereby.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) The Purchaser and the Seller agree that the Purchase Price was fixed on the basis that the transfer of the Transferred Assets to the Purchaser would provide the Purchaser with the full benefit and good will of the Seller as it existed on the Closing Date. The Seller acknowledges that it is proper for the Purchaser to have assurance that the value of the Transferred Assets will not be employed bydiminished by acts of the Seller after the Closing Date. Accordingly, engage in the Seller covenants and agrees that, commencing on the Closing Date and ending on July 21, 2015 , it will not (i) directly or indirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or act in provide consulting services to, any advisory business, firm, corporation, partnership, person, proprietorship or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of entity which is publicly held and conducting any business which competes with the business of which the Employee shall not own Seller as constituted on the Closing Date or controlas constituted thereafter before July 21, 2015, to the extent reflecting a reasonable extension of the Seller's line or lines of business as constituted on the Closing Date (the "Restricted Business"), (ii) directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) indirectly solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist employment by any person, firm partnership, corporation or corporation other entity of any of the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms "employees," "consultants," "agents," and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in doing so or attempting to do so; question), or (ciii) cause solicit, interfere with, or seek endeavor to cause entice away from the Seller, on behalf of any person, firm partnership, corporation, or corporation to refrain from dealing or doing business with the Subsidiary or other entity, any Affiliate customer of the Subsidiary Restricted Business of the Seller. If the Seller commits a breach, or assist threatens to commit a breach, of any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of the provisions of this Agreement to Section 8.3, the contrary, if he breaches any of his covenants contained in this Section 13, thenPurchaser shall have the right and remedy, in addition to any other remedy which may be available at law others, to have the provisions of this Section 8.3 specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being acknowledged and understood by the Seller that any such breach or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made threatened breach will cause irreparable injury to the Employee of any severance compensation payable under Section 10(a) Purchaser and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodmoney damages will not provide an adequate remedy therefor.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) [and any Closing Bonus Bonus] theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation [and Closing Bonus]; providedPROVIDED, howeverHOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments [and Closing Bonus Bonus] pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments [and Closing Bonus Bonus] that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments [and Closing Bonus Bonus] multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in Harsco agrees that for the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer period from the Subsidiary or any Affiliate Closing Date until the one year anniversary of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which Harsco (or its Affiliates) no longer has a right to designate any directors to the Employee first board of directors (or similar governing body) of the Company (the “Non-Competition Period”) it shall not and shall cause the Non-Company Affiliates not to, engage in the Business anywhere in the world (each, a “Competitive Activity”); provided that the foregoing shall not prohibit Harsco or any of its Affiliates from collectively owning (x) the Harsco Partnership Interests or other equity interests in the Company (or any successor entity) or participating in the management of the Company, Buyer and the Target Entities pursuant to this Agreement and the Ancillary Agreements or (y) up to an aggregate of five percent of the outstanding shares of any class of capital stock of any Person that engages in any Competitive Activity (a “Competing Person”) so long as neither Harsco nor any of its Affiliates has any participation in the management of such breach Competing Person. (b) Notwithstanding anything to the contrary in the foregoing, nothing in Section 7.1(a) shall: (i) prohibit Harsco or any of his covenants contained its Affiliates from acquiring the whole or any part of a Person or business which engages in any Competitive Activity or the whole or any part of a business which includes any Competitive Activity; provided that where such Competitive Activities of such Person or business represent greater than 15% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, Harsco and/or its Affiliates shall be required to use commercially reasonable efforts to divest such Person, business or portion thereof to the extent engaging in such Competitive Activity within 18 months after the consummation of such acquisition; (ii) prohibit Harsco or any of its Affiliates from acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. As used in this Section 13 Agreement, the term “Minority Investment” means any minority equity investment by Harsco or any of its Affiliates in any Person in which Harsco and any of Harsco’s Affiliates, as applicable, collectively hold less than 15% of the denominator outstanding voting securities or similar equity interests of which shall be such Person entitled to elect the total number board of days comprising the Restricted Period.directors (or similar governing body) of such Person; or

Non-Competition. The Employee shall not, at any time during the Employment Term and for (a) For a period of three years --------------- after the Closing Date (the "Restricted Non-Competition Period") ), neither the Seller nor ---------------------- any Affiliate of three (3) years thereafterthe Seller will manufacture, directly sell or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territorydistribute Cardiac Stimulation Devices; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee foregoing shall not own prohibit -------- ------- the Seller or controlany Affiliate of the Seller from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that sells any Cardiac Stimulation Devices; provided that the Seller and its Affiliates do not, -------- in the aggregate securities which constitute aggregate, own more than 5% or more of the voting rights or equity ownership any class of securities of such Competing EntityPerson; or (ii) acquiring a company (the "Diversified Company") or a business (x) having ------------------- not more than 15% of its gross revenues attributable to the manufacture, sale or distribution of Cardiac Stimulation Devices, or (y) having more than 15% of its gross revenues attributable to the manufacture, sale or distribution of Cardiac Stimulation Devices, as long as, with respect to such Diversified Company or business acquired that shall have derived more than 15% of its gross revenues from the manufacture, sale or distribution of Cardiac Stimulation Devices, the Seller shall have divested itself within 12 months of its acquisition of such Diversified Company of the assets, divisions or businesses of such Diversified Company that sell Cardiac Stimulation Devices. (b) solicit or divert any business or any customer from During the Subsidiary or Non-Competition Period, neither the Seller nor any Affiliate of the Subsidiary Seller will (i) induce or assist attempt to induce any personSales Representative, firm employee, contractor, distributor or corporation in doing so consultant of the Electrophysiology Business or attempting the Purchaser's cardiac rhythm management business to do so; terminate his or her representation of, or employment or consultancy with, the Electrophysiology Business or the Purchaser's cardiac rhythm management business, (ii) hire or attempt to hire any Person who is then, or at any time within the preceding one-year period from the date hereof was, a Sales Representative, employee, contractor, distributor or consultant of the Electrophysiology Business or the Purchaser's cardiac rhythm management business or (ciii) cause induce or seek attempt to cause induce any personcustomer, firm supplier, licensee, contractor, distributor or corporation other business relation of the Electrophysiology Business or the Purchaser's cardiac rhythm management business to refrain from dealing or cease doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company Electrophysiology Business or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPurchaser's cardiac rhythm management business.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed byFor a period equal to the longer of the term of this Agreement or two years after the Closing Date of the Acquisition, without the written consent of the Employer, Employee shall not either directly or indirectly engage in (whether for his own account or participate in the ownershipas a partner, managementjoint venturer, operation employee, consultant, agent, contractor, officer, director or control of, shareholder or act otherwise) in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; United States which delivers marketing, distribution, administrative, or cost containment services on behalf of health care payors, primarily to the small business marketplace, provided, however, that notwithstanding the foregoing shall not be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or on the Nasdaq National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the outstanding stock of such company. For purposes of the foregoing, the small business marketplace shall be deemed to be the market for those businesses which employ 24 or fewer employees; or (b) For a period of three years after termination of Employee's employment for any reason Employee will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employer or of any division or subsidiary of the Employer or (ii) any supplier, vendor, agent or consultant to the Employer, to terminate its, his, or her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or HPSC or any of their officers, directors, or employees to the press, to any part of the investment community, to the public, or to any person connected with, employed by or having a relationship to the Employer, provided that nothing contained herein shall be deemed to prohibit full and fran▇ ▇▇▇cussions of the Employer, HPSC and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent corporation and, during such period as Employee may make solely passive investments be a stockholder of HPSC, at any stockholders' meeting thereof; (iii) wilfully interfere with or disrupt the Employer's operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any Competing Entity proxy contest, action by written consent or vote of the common stock Employer or HPSC, the purpose of which is publicly held and to elect a director or slate of which directors who were not nominated by the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more then sitting Board of Directors of the voting rights Employer or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any personHPSC, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of nothing contained herein shall require the Employee to reimburse the Company or the Subsidiary vote any shares held by him in any particular manner. (c) For a period of three years after termination of Employee's employment for any lump-sum payments reason other than Cause, Employer and Closing Bonus pursuant to clause (2) of this sentence its directors, chief executive, financial and operating officers shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fractionrefrain from making any negative, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodderogatory or defamatory statement about Employee.

Non-Competition. The Employee shall notWithout limiting or restricting any Principal Stockholder's non-competition or non-solicitation obligations under any other agreement between such Principal Stockholder and StatusOne or American Healthways, at or any time affiliate of American Healthways, during the Employment Term and for four (4) year period immediately following the Closing, which period shall automatically be extended by a period of time equal to any period in which any of the Principal Stockholders and/or any of their Affiliates (as defined below) is in breach of any obligations under this Section 8.1 (including any such extension, the "Restricted Period") ), each of three (3) years thereafterthe Principal Stockholders and each Principal Stockholder's spouse, parents and any other relative of such Principal Stockholder who resides at the principal residence of such Principal Stockholder, or any other person or entity that directly or indirectly, except where specifically contemplated is controlled by the terms of his employment or this Agreementis under common control with such Principal Stockholder (each, (aan "Affiliate") be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlengage, directly or indirectlyindirectly (except as a stockholder, director, officer, and/or employee of American Healthways), as a proprietor, equity holder, investor (except as a passive investor holding not more than five percent (5%) of the outstanding capital stock of a publicly traded company), lender, partner, director, officer, employee, consultant, or representative, or in any other capacity, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business which is competitive with American Healthways' business of providing disease management and care enhancement services to hospitals, health plans and employers anywhere in the United States of America and such international countries which American Healthways is doing business or contemplating doing business (the "Restricted Area") (each of American Healthways and the Principal Stockholders hereby acknowledging that American Healthways and its Affiliates are currently doing business or contemplating doing business throughout the Restricted Area), provided that the provision of legal or accounting professional services by any customer from the Subsidiary or any natural person who is an Affiliate of a Principal Stockholder to any such business shall not by itself constitute a breach by such Principal Stockholder or the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any applicable Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus8.1; provided, however, that any obligation reference to the "contemplated" business of the Employee to reimburse the Company American Healthways or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee its subsidiaries shall be the total of all such lump-sum payments limited to those countries in which American Healthways or its subsidiaries are actively considering conducting business and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPrincipal Stockholder is aware.

Non-Competition. The (a) While Employee shall is employed by Employer under this Agreement, Employee will not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementown, (a) be employed bymanage, engage in operate, control or participate in the ownership, management, operation or control of, or act be connected with as an officer, employee, partner, director, consultant, or otherwise, or have any financial interest in, or aid or assist anyone else in any advisory or other capacity forthe conduct of, any Competing Entity financial institution which conducts customarily takes deposits and gives loans, or is about to or proposes to engage in such banking activities, which is in competition with businesses conducted by the Employer or its business within the Territory; affiliates [provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which foregoing the Employee shall be entitled to acquire as a passive investment a proprietary interest not own or controlto exceed 3% of the equity of any publicly-held company) . (b) While Employee is employed by the Employer under this Agreement Employee will not, directly or indirectly, in employ, solicit for employment, or advise or recommend to any other person that such person employ or solicit for employment, any person employed by the aggregate securities which constitute 5% Employer or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or its affiliates. (c) cause While Employee is employed by the Employer under this Agreement Employee shall not, directly or seek indirectly, solicit or advise or recommend to cause any personother person that such person solicit, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate customer of the Subsidiary Employer or assist its affiliates for the purpose of obtaining banking services of such customer. (d) For one (1) year after the termination of the employment of Employee hereunder for any personreason whatever other than (1) termination of the employment of Employee by Employer without cause pursuant to Section 10(e) or, firm or corporation in doing so. The (2) by termination of the employment of Employee agrees that, notwithstanding any other provision upon material breach of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled by Employer pursuant to Section 10(a10(d), Employee will not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected with as an officer, employee, partner, director, consultant, or otherwise, or have any financial interest in, or aid or assist anyone else in the conduct of, any financial institution which customarily takes deposits and (2) receive reimbursement from gives loans, or is about to or proposes to engage in such banking activities, which is in competition with businesses conducted by the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; Employer or its affiliates [provided, however, that any obligation of notwithstanding the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by foregoing the Employee shall be entitled to acquire as a passive investment a proprietary interest not to exceed 3% of the total equity of all such lumpany publicly-sum payments and Closing Bonus multiplied held company]. (e) For a period of two (2) years after the termination of the employment of Employee hereunder, for any reason whatever other than (1) by a fractiontermination of the employment of Employee by Employer without cause pursuant to Section 10(e), or (2) by termination of the numerator employment of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such upon material breach of his covenants contained in this Agreement by Employer pursuant to Section 10(d), Employee will not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such person employ or solicit for employment, any person employed by the Employer or its affiliates. (f) For a period of two (2) years after the termination of the employment of Employee hereunder, for any reason whatever other than (1) by termination of the employment of Employee by Employer without cause pursuant to Section 10(e), or (2) by termination of the employment of Employee upon material breach of this Agreement by Employer pursuant to Section 10(d), Employee shall not, directly or indirectly, solicit or advise or recommend to any other person that such person solicit, any customer of the Employer or its affiliates for the purpose of obtaining banking services of such customer. (g) For purposes of this Section 13 7, "Employer" shall also include the Employer's subsidiaries and the denominator of which shall be the total number of days comprising the Restricted Periodother affiliates.

Non-Competition. The Employee For a period of five (5) years commencing on the date hereof (the “Restricted Period”), SpinCo shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms through one or more of his employment its Subsidiaries or this Agreement, otherwise: (a) be employed by, engage in or participate assist others in engaging in the ownership, management, operation or control of, or act Restricted Business in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided(b) have an equity or other ownership interest in any Person (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, howeverincluding as a partner, shareholder, member, agent, trustee or consultant; (c) solicit or accept the business of any actual or prospective client or customer of DG or the Restricted Business (including any existing or former client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business and any Person that notwithstanding becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries or the Restricted Business, to purchase products or services competitive with the Restricted Business; or (d) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business (including any existing or former client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Employee SpinCo may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlown, directly or indirectly, in the aggregate solely as an investment, equity securities of any Person traded on any national securities exchange if SpinCo is not a controlling Person of, or a member of a group which constitute controls, such Person and does not, directly or indirectly, own five percent (5% %) or more of the voting rights or any class of equity ownership securities of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPerson.

Non-Competition. The Employee shall not, at any time covenants and agrees that during the Employment Term term of Employee's employment with the Company and for a period (the "Restricted Non-Compete Period") commencing on the Termination Date and ending on the date which is one (1) year from the date of three (3) years thereafter, directly or indirectly, except where specifically contemplated the final payment by the terms of his employment or Company to Employee pursuant to this Agreement, Employee will refrain from: (ai) be employed bydirectly or indirectly (as a director, engage officer, employee, manager, consultant, independent contractor, advisor or otherwise) engaging in competition with, or owning any interest in, performing any services for, participating in or being connected with any business or organization which engages in competition with any of the Vsource Companies (the "Vsource Business") (ii) soliciting directly or indirectly the patronage of any person with whom Employee has had personal contact or dealings on behalf of any of the Vsource Companies during the twelve (12) month period immediately preceding the Termination Date, or (iii) directly or indirectly employing, soliciting for employment, or advising or recommending to any other person that they employ or solicit for employment, any employee of any of the Vsource Companies. In connection with the foregoing provisions of this Section 9, Employee represents that his experience, capabilities and circumstances are such that the provisions of these Sections will not prevent him from earning a livelihood and that the limitations set forth herein are reasonable and properly required for the adequate protection of the Company. Furthermore, in connection with the foregoing provisions of this Section 9, the Company acknowledges that (i) the Employee is also employed by another of the Vsource Companies, Vsource (CI) Ltd; (ii) the Employee now serves as a director of Vsource Asia Berhad and subsidiaries of Vsource Asia Berhad; (iii) the Employee intends to participate in the ownership, management, operation formation of one or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within more investment programs and expects to serve as a director and/or general partner of such program(s) simultaneous with the Territoryperformance of his duties under this Agreement; provided, however, that notwithstanding the foregoing, (iv) the Employee may make solely passive investments in any Competing Entity serve as advisor or director of other companies not competing with the common stock Vsource Business, subject to prior notification to the Board of Directors and approval, thereof, which is publicly held and of which the Employee shall not own be unreasonably withheld; and (iv) the determination of the Vsource Business for purposes of this Section 9 shall be defined by the Board of Directors and codified in the form of a resolution or control, directly or indirectlyresolutions from time to time, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodBoard's sole discretion.

Non-Competition. For a period of four (4) years following the Closing (the "Non-Competitive Term"), neither Seller nor any of its Subsidiaries shall, directly or indirectly, engage anywhere in the world in, or have any ownership interest in, or participate in the financing, operation, management or control of, any Person that engages or participates in any business that is substantially similar to or competitive with the Kendro Business as conducted as of the Closing Date (collectively, ▇▇▇ "Competition Activities"); provided, however, that the foregoing shall not prohibit Seller and its Subsidiaries from (i) owning any debt or debt obligations of any Person or entity, (ii) investing in securities representing less than five percent (5%) of the outstanding capital stock of any publicly-traded entity, or (iii) making an acquisition of a company that contains a competing business (provided that the primary intent of the acquisition was not to acquire the competing business and the revenues of the competing business are not greater than fifteen percent (15%) of the total revenues of the acquired entity). Each of the parties hereto agrees that if any provision of this Section 4.5 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 4.5; but, rather, this Section 4.5 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 4.5 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The Employee rights of the parties hereunder shall notinure to, at and the obligations of Seller hereunder shall be binding on, its successors and assigns. Each of Seller and Purchaser hereby acknowledges and agrees that, in the context of this Agreement, the terms stated in this Section 4.5 are no broader than necessary to protect Purchaser's legitimate business interest in connection with the purchase of the Kendro Entities and any time during associated goodwill. Notwithstanding the Employment fo▇▇▇▇▇▇g, with respect to any Competition Activities in any member country of the European Union, (a) the Non-Competitive Term and shall be for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by following the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held Closing and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate obligations of Seller and its Subsidiaries under this Section shall only apply in those member countries where products of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate Kendro Entities are offered and/or sold as of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodDate.

Non-Competition. The Employee (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, 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 ownership interest in the Company, Executive agrees that during the period of her employment by the Company and the greater of (i) one year following her employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, at any time during the Employment Term and whether for a period (the "Restricted Period") of three (3) years thereaftercompensation or without compensation, directly or indirectly, except where specifically contemplated by the terms of his employment as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or this Agreementin any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (aother than services which are generally offered to third parties) be employed byor provide advice to, engage in or participate own, share in the ownershipearnings of, managementinvest in the stocks, operation bonds or control other securities of, or act in any advisory or other capacity forotherwise become financially interested in, any Competing Entity which conducts its entity primarily engaged in the retail grocery business that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the Territory; provided, however, that notwithstanding Fairway Group or (ii) any location where the foregoing, Fairway Group is actively considering locating a store. The record or beneficial ownership by Executive of up to one percent (1%) of the Employee may make solely passive investments shares of any corporation whose shares are publicly traded on a national securities exchange or in any Competing Entity the common stock of which is publicly held and of which the Employee over-the-counter market shall not own or controlof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the aggregate securities which constitute 5% good faith performance of her duties for the Fairway Group, request or more 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 the voting rights Fairway Group or equity ownership solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. 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 Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement breach is provided to the contraryCompany by Executive, if he breaches any of his covenants contained in this Section 13, then, then in addition to any other remedy which may remedies available to the Executive, Executive shall be available at law or released from her obligations under this Section 9. If Executive does not comply in equityall material respects with her obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the Subsidiary foregoing provisions of this Section 9(b), it shall not be entitled a violation of this Section 9(b) for Executive or the Fairway Group to (1i) cease make truthful statements when required by order of a court or withhold payment other body having jurisdiction, any governmental investigation or provision inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Company, (iv) rebut inaccurate statements made by the other party or (v) for either party to make truthful statements to enforce her or its rights under this Agreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee claim or cause of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse action by Executive against the Company or any other member of the Subsidiary for any lump-sum payments and Closing Bonus pursuant Fairway Group shall not constitute a defense to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed enforcement by the Employee Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodlitigated separately.

Non-Competition. The Employee shall (i) In connection with the Merger and the other transactions contemplated hereby, the Holder will not, at any time during the Employment Term and will cause his Affiliates not to, for a period of 3 years following the Closing, anywhere in the Territories (the "Restricted Period") of three (3) years thereafteras defined in Exhibit H), directly or indirectly, design, create, market or sell products or provide services which are competitive to those products or services sold or provided by the Company at the time of the Closing ("Competitive Products and Services"). Without limiting the generality of the foregoing, during such three (3) year period, the Holder, neither directly nor indirectly, will be a director, officer or employee of, or consultant to, or own any interest in any Person that designs, creates, markets or sells Competitive Products or Services. The provisions of this Section 6.1(g)(i) shall not be construed to prohibit the ownership by the Holder of Parent Common Stock, or the rendering of services by any Holder to Parent or any of Parent's Affiliates, or the ownership by any Holder or such Holder's Affiliates of an aggregate interest of less than 5% of any publicly traded company that designs, creates, manufactures, sells or provides any Competitive Products and Services. (ii) In connection with the transactions contemplated hereby, the Holder agrees that the Holder will not, and will cause his Affiliates not to, for a period of 3 years following the Closing, directly or indirectly induce or solicit, or aid or assist any Person to induce or solicit, any employees or officers of the Surviving Corporation, Parent or any of their respective Affiliates, to terminate, curtail or otherwise limit his or her employment by or business relationship with the Surviving Corporation, Parent or any of their respective Affiliates, except where specifically contemplated by pursuant to and in compliance with the terms of his employment or this Employment Agreement . (iii) In connection with the transactions contemplated hereby, the Holder agrees that except pursuant to and in compliance with the terms of his Employment Agreement, (a) be employed bythe Holder will not, engage in or participate in and will cause his Affiliates not to, for the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within period ending 3 years after the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlClosing Date, directly or indirectly, in the aggregate securities which constitute 5% or more solicit business of the voting rights same or equity ownership of such Competing Entity; or (b) solicit or divert similar type being carried on by the Surviving Corporation from any business or any Person that is a customer from the Subsidiary or any Affiliate of the Subsidiary Surviving Corporation. (iv) The parties hereto agree that the provisions of this Section 6.1(g) are reasonable. If a court determines, however, that any provision of this Section 6.1(g) is unreasonable, either in period of time, geographical area or assist any personotherwise, firm or corporation in doing so or attempting then the parties hereto agree that the provisions of this Section 6.1(g) should be interpreted and enforced to do so; or the maximum extent which such court deems reasonable. (cv) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with The Holder acknowledges that the Subsidiary or any Affiliate injury that would be suffered by the Parent and the Surviving Corporation as a result of a breach of the Subsidiary provisions of Sections 6.1(g), (h) and (i) of this Agreement would be irreparable and that an award of monetary damages alone to the Surviving Corporation or assist any person, firm or corporation in doing soParent for such a breach would be an inadequate remedy. The Employee agrees that, notwithstanding any other provision Notwithstanding the provisions of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, thenthe Parent and the Surviving Corporation shall have the right, in addition to any other remedy which rights they may have, to petition any court of competent jurisdiction to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any such provision of this Agreement, and the Parent and the Surviving Corporation shall not be available at law obligated to post bond or other security in equityseeking such relief. The covenants by the Holder in Sections 6.1(g), (h) and (i) are essential elements of this Agreement, and without the Holder's agreement to comply with such covenants, the Parent would not have entered into this Agreement. The Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation Holder have independently consulted their respective counsel and benefits to which have been advised in all respects concerning the Employee is otherwise entitled pursuant to Section 10(a), reasonableness and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion propriety of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodcovenants.

Non-Competition. The Employee shall not, at any time during From and after the Employment Term and for a period Closing Date until the earlier of [*****] (the "“Restricted Period") of three (3) years thereafter”), except as provided below, Seller shall not engage, directly or indirectlyindirectly as a proprietor, equityholder, investor (except where specifically contemplated by as an investor holding not more than [*****] of the terms outstanding capital stock or other securities of his employment or this Agreementa publicly held company), (a) be employed bylender, engage in or participate in the ownershippartner, managementdirector, operation or control ofofficer, employee, consultant, or act representative, or in any advisory other capacity, in a business that owns or other capacity foris developing, any Competing Entity which conducts its business within marketing or selling a [*****] intravenous product. Except as provided below, during the Territory; providedRestricted Period, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee Seller shall not own or control, directly or indirectlyindirectly solicit, in divert, take away, or attempt to divert or take away, from the aggregate securities which constitute 5% Purchaser or more any of their Affiliates any of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or patronage of any customer from of their respective customers, clients, accounts, vendors, or suppliers with respect to the Subsidiary or any Affiliate of Product-Related Business, and the Subsidiary or Seller shall not assist any person, firm or corporation in doing so or attempting other Person to do so; , or be a proprietor, equityholder, investor (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate except as an investor holding not more than [*****] of the Subsidiary capital stock or assist other securities of a publicly held company), lender, partner, director, officer, employee, consultant, or representative of any person, firm Person who does or corporation in doing attempts to do so. The Employee agrees that, notwithstanding any other provision of this Agreement Notwithstanding anything herein to the contrary, if he breaches Seller and its Affiliates shall be permitted, in any of his covenants contained in the capacities described above, to make venture (through its wholly owned venture capital subsidiary), merger, acquisition or alliance investments where such investment does not involve the acquisition of, or any investment in, any entity which derives more than [*****] of its revenue from [*****] intravenous product or related rights. Seller hereby acknowledges that any breach by it of its obligations under this Section 135.15 would cause substantial and irreparable damage to the Purchaser and its Affiliates; and that money damages would be an inadequate remedy therefor, thenand accordingly, in addition to Seller acknowledges and agrees that each of the Purchaser or any other remedy which may be available at law or in equity, the Company and the Subsidiary of its Affiliates shall be entitled to an injunction, specific performance, and/or other equitable relief to prevent the breach of such obligations (1) cease or withhold payment or provision in addition to all other rights and remedies to which such party may be entitled in respect of any severance compensation and benefits such breach). In the event that a court of competent jurisdiction determines that any of the provisions of this Section 5.15 would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities, or too long a period of time, or otherwise, then such provisions shall automatically be modified to which cover the Employee is otherwise entitled pursuant to Section 10(a)maximum geographic area, range of activities, and (2) receive reimbursement from the Employee period of time as may be enforceable, and in addition, such court or arbitrators are hereby expressly authorized so to modify this Agreement and to enforce it as so modified. No invalidity or enforceability of any lump-sum payments previously made to section of this Agreement or any portion thereof shall affect the Employee validity or enforceability of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation other section or of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion remainder of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodsection.

Non-Competition. The Employee shall not, at any time during the Employment Term and for For a period of five years after the Closing Date (the "Restricted Non-Competition Period") of three (3) years thereafter), Seller and Centerpulse shall not and shall cause their respective Affiliates not to directly or indirectlyindirectly own, except where specifically contemplated by the terms of his employment control or this Agreement, (a) be employed by, engage in operate an entity or participate a business that is in the ownershipbusiness of manufacturing, managementmarketing, operation distributing or control ofselling cardiovascular valves or components therefor, or act develop or design any products or components intended to be used in any advisory or other capacity for, any Competing Entity which conducts its business within cardiovascular valves products (the Territory"Competitive Business"); provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee foregoing shall not own or controlprohibit any such Person from (i) acquiring, only as a passive investment, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Centerpulse, Seller and its Affiliates do not, in the aggregate securities which constitute aggregate, own more than 5% of any class of securities or more of the voting rights or equity ownership securities of such Competing EntityPerson; or (bii) acquiring a company (the "Diversified Company") or a business (x) having not more than 20% of its gross revenues attributable to a Competitive Business, or (y) having more than 20% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business acquired that shall have derived more than 20% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of such Diversified Company or business of the assets of such Diversified Company or business that constitute the Competitive Business provided further that (A) Centerpulse, Seller and their Affiliates shall not acquire a Diversified Company or business having more than 25% of its gross revenues attributable to a Competitive Business and (B) Centerpulse shall not permit ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in his capacity as an employee or consultant of Centerpulse or its Affiliates) to provide advice to or otherwise assist any Competitive Business referred to in clause (ii) above during the time that Centerpulse and/or its Affiliates directly or indirectly own same. Except as to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Seller shall not and shall not permit any of its Affiliates to, directly or indirectly (i) solicit or divert the employment of (except for general solicitations) any business member of the senior management team of the Valves Business or any customer from sales person employed by the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; Valves Business or (cii) cause employ or seek to cause solicit the employment of (except for general solicitations) any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining Person listed in the Restricted Period following definition of Knowledge, for a period commencing on the date on which hereof and ending twelve months after the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodClosing Date.

Non-Competition. The Employee shall notStockholder acknowledges and agrees that he has learned valuable trade secrets and other proprietary information regarding Antenna and the Acquired Business, at and that Andrew would be irreparably ▇▇▇▇▇ed if the Stockholder were to provide services to any time during person or entity in violation of the Employment Term restrictions contained in this Agreement. Accordingly, as an inducement for Andrew to enter into and co▇▇▇▇▇▇te the transactions contemplated by the Merger Agreement, the Stockholder agrees that for a period of two years from the later of the date hereof or the date on which Stockholder ceases to be an employee of Andrew (the "Restricted PeriodPer▇▇▇"), neither the Stockholder nor any Affiliate (as defined below) of three (3) years thereafterthe Stockholder shall, directly or indirectly, except where specifically contemplated by the terms of his employment either for himself or this Agreement, itself or for any other person or entity: (a) engage or participate in, or assist or advise (whether as a stockholder, owner, partner, employee, officer, director, advisor, consultant or agent), or permit his or its name to be employed used by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity render services for, any person or entity that is engaged in a Competing Entity which conducts its business within Business (as defined below) in the TerritoryMarket Area (as defined below); provided, however, that notwithstanding nothing in this Agreement shall prevent the foregoingStockholder from acquiring or owning, the Employee may make solely as a passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlinvestment, directly or indirectly, in the aggregate securities which constitute 5% or more up to two percent (2%) of the outstanding voting rights or equity ownership securities of such an entity engaged in a Competing Entity; or Business which are publicly traded on any recognized national securities market; (b) take any action in the Market Area in connection with a Competing Business which might divert from Andrew or any of its ▇▇▇▇liates any opportunity which would be within the scope of Andrew's or such Affiliate's business as then conducted or, to the Stockholder's knowledge, proposed to be conducted; (c) solicit or divert attempt to solicit any business customer of Andrew or any customer of it▇ ▇▇▇▇liates to purchase Competing Products or Services (as defined below) from the Subsidiary any person or entity (other than Andrew or such Affi▇▇▇▇▇); (d) solicit or attempt to solicit any supplier, licensor, licensee or other business relation of Andrew or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting the▇▇▇▇ to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or cease doing business with the Subsidiary Andrew or any Affiliate of the Subsidiary its Affili▇▇▇▇; or (e) directly or assist indirectly solicit or hire, or attempt to solicit or hire, any personperson or entity who is a director, firm officer, employee or corporation in doing so. The Employee agrees that, notwithstanding any other provision agent of this Agreement to the contrary, if he breaches Andrew or any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary its Affili▇▇▇▇ ▇o perform services for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of entity other than Andrew or such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodAffiliate.

Non-Competition. The Employee covenants and agrees that during the term hereof and for a period of one (1) year following the termination of Employee's employment hereunder for any reason or expiration of this Agreement (or two (2) years following (i) a non-renewal of the Agreement by the Company, and payment made to Employee, as required in Section 5(h) above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of Employee's employment hereunder), such sum to be payable in bi-monthly installments during such second year), Employee shall not, at on any time during vessel or within one hundred (100) miles of any non-vessel venue where, or from which, the Employment Term and for a period Company is then conducting, or had in the then preceding two (the "Restricted Period") of three (32) years thereafterconducted, any part of its business, engage, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementwhether as an individual, (a) be employed by, engage in or participate in the ownership, management, operation or control ofsole proprietor, or act as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any advisory or other capacity for, any Competing Entity which conducts its business within the TerritoryBusiness; provided, however, that notwithstanding if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(h) hereof, then Employee will not be bound by any non-compete as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, the Employee may make solely is not precluded from (i) maintaining a passive investments investment in publicly held entities provided that employee does not have more than a five percent (5%) beneficial ownership in any Competing Entity such entity; or (ii) serving as an officer or director of any entity, the common stock majority of the voting securities of which is publicly held and of which the Employee shall not own or controlowned, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, by the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(acollectively, a "Permitted Activity"), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The Employee If the Closing occurs, the Company agrees that it shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by for a period commencing on the terms Closing Date and ending 10 years thereafter, do any of his employment or this Agreement, the following: (a) be employed byengage, engage in as principal, agent, trustee or participate in through the ownershipagency of any entity, management, operation or control of, or act in anywhere within a 50-mile radius of any advisory or other capacity for, any Competing Entity which conducts its business within of the Facilities (the “Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly”), in the aggregate securities which constitute 5% funeral, mortuary, crematory, burial insurance, cemetery or any related line of business (the “Restricted Business”); (b) own or hold any beneficial interest in one percent or more of the voting rights securities in any entity which conducts its operations, in whole or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from in part, in the Subsidiary or any Affiliate of Restricted Business within the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Territory; (c) become an employee of or consultant to, or otherwise serve in any similar capacity with, any corporation, partnership or other business entity that conducts its business, in whole or in part, in the Restricted Business within the Territory; (d) cause or seek induce any present or future employee of Buyer or any of its Affiliates to cause leave the employ of Buyer or any person, firm or corporation such Affiliate to refrain from dealing or doing business accept employment with the Subsidiary Company or with any Affiliate Person with which the Company may be or become affiliated; or (e) make any public statements recommending the use of any competitor of Buyer or criticizing Buyer or its business, operations, practices or policies, or otherwise knowingly or intentionally do or say any act or thing which will or may impair, damage or destroy the goodwill of Buyer within the Territory. (f) Without limiting the generality of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equityforegoing, the Company and the Subsidiary shall be entitled to (1) cease deemed directly or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining indirectly engaged in the Restricted Period following Business if the date on which Company: (i) acts as a funeral director for any funeral establishment within the Employee first Territory; (ii) engages in such breach the sale or marketing of his covenants contained preneed contracts for services to be performed or merchandise to be sold within the Territory; (iii) promotes or finances (by loan, guaranty or otherwise) any family member or Affiliate to operate a Restricted Business or engage in this Section 13 and any of the denominator foregoing activities within the Territory; (iv) direct or indirect use or disclosure of which shall be Protected Information (as defined in the total number of days comprising Luyben Sr. Consulting Agreement) related to the Restricted PeriodBusiness; or (v) lends or licenses its name or likeness to any Restricted Business within the Territory, with or without compensation.

Non-Competition. The Employee shall notacknowledges that, at any time in the course of his responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in paragraph 6(k). Employee further acknowledges that such relationships and information are and will remain valuable to Employer and Sundance and that the restrictions on future employment, if any, are reasonably necessary in order for Employer to remain competitive. In recognition of their heightened need for protection from abuse of relationships formed or information garnered before and during the Employment Services Term of Employee’s employment hereunder, Employee covenants and agrees for a the twelve (12) month period immediately following termination of employment (x) by Employer for Good Cause or (y) by Employer without Good Cause or by Employee for Good Reason and the Severance Amount is paid (the "Restricted “Restrictive Period") of three ”), Employee will not be involved in any way (3) years thereafter, whether directly or indirectly, except where specifically contemplated or solely or jointly with or as a partner, joint venturer, associate, advisor, consultant, manager, employee, independent contractor, agent, principal, director or officer, shareholder, unit holder, trustee, beneficiary or in any other capacity) in: (i) competing for the acquisition of any project or business in the Market Area, the acquisition of which is known by Employee to have been under active consideration by Sundance prior to termination; (ii) causing or attempting to cause any person who is or was a customer of Sundance and with whom Employee has had dealings within the terms last twelve (12) months prior to the termination of Employee’s employment, not to do business with Sundance; (iii) canvassing, inducing or soliciting any employee or agent of Sundance, who is or was an employee or agent of Sundance within the last twelve (12) months prior to the termination of Employee’s employment, to leave the employment or agency of Sundance; (iv) canvassing, soliciting, approaching or accepting any solicited or unsolicited approach from any person who, to Employee’s knowledge, is or was a customer of the business of Sundance within the last twelve (12) months prior to the termination of Employee’s employment, with a view to securing the business of that customer at the exclusion of Sundance’s business with that customer; or (v) using or disclosing to the detriment or possible detriment of Sundance information concerning the business of Sundance’s customers or suppliers obtained by Employee through or as a result of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control ofwith Sundance, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition divulging to any other remedy which may be available at law person any confidential or in equityproprietary information concerning the business of Sundance or its dealings, the Company and the Subsidiary shall be entitled to (1) cease transactions or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodaffairs.

Non-Competition. The Employee For a period of five (5) years commencing on the date hereof (the “Restricted Period”), SpinCo shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms through one or more of his employment its Subsidiaries or this Agreement, otherwise: (ai) be employed by, engage in or participate assist others in engaging in the ownership, management, operation or control of, or act Restricted Business in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided(ii) have an equity or other ownership interest in any Person (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, howeverincluding as a partner, shareholder, member, agent, trustee or consultant; (iii) solicit or accept the business of any actual or prospective client or customer of DG or the Restricted Business (including any existing or former client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business and any Person that notwithstanding becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries or the Restricted Business, to purchase products or services competitive with the Restricted Business; or (iv) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business (including any existing or former client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Employee SpinCo may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlown, directly or indirectly, in the aggregate solely as an investment, equity securities of any Person traded on any national securities exchange if SpinCo is not a controlling Person of, or a member of a group which constitute controls, such Person and does not, directly or indirectly, own five percent (5% %) or more of the voting rights or any class of equity ownership securities of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPerson.

Non-Competition. The Employee Executive shall not, at any time during for so long as he is entitled --------------- to compensation under or pursuant to this Agreement (whether or not he is actively employed by the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterCompany hereunder), directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, : (a) compete with the Company; or (b) be interested in, employed by, engage engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the TerritoryTerritory (as such terms are hereinafter defined); provided, however, that notwithstanding the foregoing, the Employee -------- ------- Executive may make solely passive investments in any Competing Entity the common stock of which is "publicly held held," and of which the Employee Executive shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more than one (1%) percent of the voting rights or equity ownership of such Competing Entity; or (bc) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary Company or assist any person, firm or corporation in doing so or attempting to do so; or (cd) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary Company or assist any person, firm or corporation in doing so or attempting to do so. The Employee agrees thatIn the event that Executive shall, notwithstanding during any other provision of this Agreement to the contrarySeverance Period, if he breaches any of his covenants contained in this Section 13obtain employment with a Competing Entity ("Alternate Employment"), then, in addition to any other remedy which may be available at law or in equityeffective on the first day of said Alternate Employment, the following shall take place: (a) The Company shall pay to Executive all compensation payments of whatsoever kind due Executive up to the first day of Alternate Employment; (b) The Company's obligation to make any further payments which would have been due and payable to the Subsidiary Executive on or after the date of the first day of Alternate Employment shall be entitled to extinguished; and (1c) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee Executive shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation be free of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) provisions of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period5.3.

Non-Competition. The Employee shall not(a) To induce Buyer to enter into this Agreement, at any time during the Employment Term and each Seller agrees that, for a period of twenty-four (24) months after the "Restricted Period") of three (3) years thereafterClosing Date, such Seller will not, and will cause his, her or its Affiliates not to, directly or indirectly, except where specifically contemplated by through any corporation, limited liability company, partnership, association, joint venture or other entity, purchase, invest in, fund or otherwise engage in, or assist the terms of his employment establishment of, a business which includes fueling rights at ▇▇▇▇▇▇▇ International Airport or Santa ▇▇▇▇▇▇ Municipal Airport as principal or agent. (b) To induce Buyer to enter into this Agreement, each Seller agrees that, for a period of twenty-four (a24) be employed bymonths after the Closing Date, engage in such Seller will not, and will cause his, her or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, howeverAffiliates not to: (i) solicit business, that notwithstanding is competitive with the foregoingBusiness, the Employee may make solely passive investments in from any Competing Entity the common stock customer of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more any of the voting rights Companies; or (ii) hire or equity ownership of solicit to perform services (as an employee, consultant or otherwise) any persons listed on Schedule 3.14(a)(i) or take any actions which are intended to persuade any such Competing Entity; person to terminate his or (b) solicit or divert her association with any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Company. (c) From and after the Closing, each Seller shall, and shall cause his, her or seek its Affiliates to, keep confidential and not disclose to cause any personother Person, firm other than such Seller’s accountants, attorneys or corporation financial advisors or to refrain from dealing the extent necessary to fulfill any legal or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any personexisting contractual obligation (provided, firm or corporation in doing so. The Employee agrees that, notwithstanding any such Person to whom information is disclosed is informed of its confidential nature and is directed to treat the information confidentially), or use for their own benefit or the benefit of any other provision Person, any information regarding any Company, their Affiliates and the material terms of this Agreement to (including the contrary, if he breaches Purchase Price). (d) Each Seller acknowledges and agrees that Buyer would be irreparably damaged in the event any of his covenants contained in the provisions of this Section 1311.9 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, theneach Seller agrees that, in addition to any other remedy to which Buyer may be available entitled at law or in equity, the Company and the Subsidiary Buyer shall be entitled to (1) cease seek an injunction or withhold payment or provision of any severance compensation and benefits injunctions to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation prevent breaches of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) provisions of this sentence shall lapse on a pro rata basis as follows: the portion of Section 11.9 and to seek to enforce specifically such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodprovisions.

Non-Competition. The Employee As an inducement to Buyer to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to preserve the goodwill associated with the Business, for a period of five (5) years after the Closing Date: (i) each Shareholder (excluding Sentry and the Passive Investor Shareholders) shall not, at any time during and each Shareholder (excluding Sentry and the Employment Term and for a period (the "Restricted Period"Passive Investor Shareholders) of three (3) years thereaftershall cause its Affiliates not to, directly or indirectlyindirectly engage in, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage continue in or participate in the ownership, management, operation or control of, or act carry on any business that competes in any advisory aspect of the Business, including owning or other capacity forcontrolling any financial interest in any Competitor; (ii) each Shareholder (excluding Sentry) shall not, and each Shareholder shall cause its Affiliates not to, directly or indirectly consult with, advise or assist in any way, whether or not for consideration, any Competing Entity which conducts its business within Competitor in any aspect of the TerritoryBusiness, including advertising or otherwise endorsing the products or services of any such Competitor, soliciting customers or otherwise serving as an intermediary for any such Competitor or loaning money or rendering any other form of financial assistance to any such Competitor; provided, however, that notwithstanding the foregoing shall not prevent Sentry Investments 3, LLC, Sentry Financial Corporation or any of their respective Affiliates from providing any such consultation, advice or assistance; (iii) each Shareholder shall not, and each Shareholder shall cause its Affiliates not to, directly or indirectly solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, the Companies or Buyer, or assist any third party with respect to any of the foregoing, unless such person has been separated from his or her employment or other relationship with Buyer and each of its Affiliates (including the Employee may make solely passive investments Companies) for a period of one (1) year; and (iv) each Shareholder shall not, and each Shareholder shall cause its Affiliates not to, directly or indirectly engage in any Competing Entity practice the common stock purpose of which is publicly held and of which to evade the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more provisions of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained set forth in this Section 136(c) applicable to such Shareholder. For the avoidance of doubt, thenthe foregoing shall not prohibit the ownership by any Shareholder of not more than five percent (5%) of the securities of any corporation or other entity that is listed on a national securities exchange or traded in the national over-the-counter market. The geographic scope of this covenant not to solicit shall extend throughout North America. Buyer may sell, assign or otherwise transfer this covenant not to compete, in addition whole or in part, to any other remedy which may be available at law person or in equityentity that purchases all or a substantial portion of the Business. Recognizing the specialized nature of the Business, the Company Shareholders acknowledge and agree that the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation duration, geographic scope and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) activity restrictions of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required covenant not to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodcompete are reasonable.

Non-Competition. The Employee shall not, at any time during the Employment Term and for (a) For a period (the "Restricted Period") of three (3) years thereafterfollowing the Closing (the "NON-COMPETE PERIOD"), Company hereby covenants and agrees that it will not, directly or indirectlyindirectly or through an affiliate: (1) as an individual proprietor, except where specifically contemplated by the terms of his employment owner, partner, stockholder, officer, employee, director, consultant, agent, joint venturer, investor, lender, or this Agreementin any other capacity whatsoever alone or in association with others, (a) or in any capacity, own, manage, operate, control, consult with, be employed by, engage in or participate invest in, any business competitive with the Business, anywhere in the ownershipUnited States of America; PROVIDED, managementHOWEVER, operation that (i) the Company's employees may, in response to a request for assistance from a client, assist advertisers to purchase e-mail marketing campaigns on the condition that: (i) the Acquiror is promptly notified of the request; (ii) the Company contractually engages Acquiror or control ofpermits the client to contractually engage Acquiror to fulfill the request; (iii) Company agrees to use commercially reasonable efforts to persuade the advertiser to satisfy the requests with lists that are managed by the Acquiror (and if the request is satisfied by Acquiror and Acquiror is paid, then Company shall receive the industry standard brokerage commission for such campaigns); (iv) Company agrees to evenly split the brokerage fee associated with such request with Acquiror in cases where the advertiser uses a third party list and the Company is paid; and (v) the Company agrees that it shall not be entitled to any fee or commission that is commonly recognized by the industry as a fee for a content license (the "FULFILLMENT FEE"). (2) recruit or otherwise solicit or induce any person (natural or otherwise) who is or becomes an employee or consultant of Naviant and/or Acquiror to terminate his or her employment with, or act otherwise cease his or her relationship with, Naviant and/or Acquiror or hire any such employee or consultant who, prior to the date hereof, has left the employ of Naviant and/or Acquiror within one (1) year after termination of such employee's or consultant's employment with Naviant and/or Acquiror; or (3) solicit or attempt to solicit any U.S. business, customers, suppliers, or clients of Naviant and/or Acquiror in a manner that is directly or indirectly competitive with the Business. (b) Each of Naviant, Acquiror and Company hereby acknowledge and agree that the restrictions set forth in this Section are considered to be reasonable for the purposes of protecting Naviant and/or Acquiror's legitimate business interests. In view of the substantial harm which would result from a breach or threatened breach of the covenants contained in this Section 5.11, Company agrees that such covenants shall be enforced to the maximum extent permitted by law. If any advisory such covenant or portion thereof is found by any court of competent jurisdiction to be illegal, void or unenforceable because it extends for too long a period of time or over too broad a range of activities or in too large a geographic area or for any other capacity forreason, however, such restriction shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable or otherwise so as to render the covenant enforceable. (c) The Non-Compete period shall be tolled for any Competing Entity which conducts period(s) of violation or period(s) of time required for litigation to enforce the covenants herein. (d) In addition, the parties acknowledge and agree that it is impossible to more precisely estimate the damages that Naviant and/or Acquirer would suffer upon Company's nonperformance or breach of its obligations under this Section 5.11 of this Agreement, and the parties expressly acknowledge and agree that Naviant shall be entitled to receive US$2,000,000 in the event of nonperformance or breach of this Section 5.11 by Company (the "DEFAULT PAYMENT"). In order for Naviant and/or Acquiror to be entitled to a Default Payment pursuant to this Section 5.11 (d), Naviant or Acquiror must: (i) provide Company of written notice via certified mail and otherwise in compliance with the notice provisions of this Agreement of the non-performance or breach of its obligations under Section 5.11; and (ii) -35- provide the Company ten (10) business within days to cure the Territorynon-performance or breach; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee Naviant and/or Acquiror shall not own be required to provide notice with respect to a non-performance or controlbreach with respect to which Naviant and/or Acquiror has previously provided Company notice. Notwithstanding the foregoing sentence, Naviant and/or Acquiror shall be also entitled to a Default Payment if they can prove in a court of law that (i) Company willfully and intentionally failed to perform or breached its obligations under Section 5.11; and (ii) such non-performance or breach directly or indirectly, in indirectly generated revenue to a person or entity subject to the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Section 5.11 in excess of $105,000. The parties further acknowledge and agree that the Default Payment: (i) is mutually agreed upon liquidated damages (not intended as a penalty), (ii) is not unconscionable, (iii) does not and will not constitute an unjust enrichment, (iv) is fair and reasonable under the circumstances, (v) was bargained for and derived through mutual negotiation, (vi) constitutes a material and integral part of this Agreement and that but for the agreement by Company to perform such obligations and comply with such covenants, Naviant and Acquiror would not have agreed to enter into this Agreement and (vii) is not Naviant and/or Acquiror's sole remedy of such nonperformance or breach by Company of this Section 5.11 and Naviant and/or Acquiror expressly reserves the right to seek any other available legal or equitable remedy, including, without limitation, specific performance. In addition to the contrary, if he breaches Default Payment and any of his covenants contained in this Section 13, then, in addition to any and all other remedy rights which may be available to the Company, whether at law or in equity, the Company and the Subsidiary shall be entitled entitled, at its election, to seek specific performance, injunctive relief and such other equitable relief to enforce the terms and provisions of this section. (1e) cease or withhold payment or provision of Section 5.11 shall not apply to: (i) any severance compensation and benefits to which the Employee Qualified Entity (as such term is otherwise entitled pursuant to Section 10(a), and (2defined below) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any that acquires a controlling equity interest in Company provided that such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse Qualified Entity does not use the Company or the Subsidiary assets and resources of the Company (in particular but without limitation, any information that relates to the Business) to engage in the Business; and provided, further that the current Executive Officers of the Company do not participate in any manner in assisting such Qualified Entity in developing a business that is competitive with the Business; (ii) any Qualified Entity that generates less than 20% of its revenues from activities competitive with the Business and with respect to which Company acquires a controlling interest provided that such Qualified Entity does not use the Company or the assets or resources of the Company (in particular, but without limitation, any information that relates to the Business) to engage in the Business; or (iii) any publicly traded company or entity in which Company holds less than 5% equity interest, provided that neither the Company nor any of its other affiliates actually participates or is physically involved in the subject entities' business which is comparable to the Business. A Qualified Entity is defined to be a business which generates in excess of $5 million of annual revenues, for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion twelve month period preceding the measurement date of such lumpQualified Entity's annual revenues. (f) Notwithstanding the provisions of Section 5.11 (e)(ii), Naviant and the Acquiror shall have for the Non-sum payments compete Period a right of first refusal to acquire the business that Company acquires which directly or indirectly competes with the Business. (g) Subject to the Company's rights under Section 5.1(a)(1), for the Non-Compete Period, Company shall, at its own cost and Closing Bonus expense, immediately refer any and all persons that may be required to be so reimbursed make inquiries about (i) 24/7 Mail, Inc.; (ii) the Business; (iii) email advertising campaigns generally; or (iv) services provided by the Employee shall be Business (an "INQUIRY") to the total of all such lump-sum payments and Closing Bonus multiplied Acquiror. With respect to any Inquiry, including an Inquiry made in person, by telephone, via a fractionwebsite, or via an email, the numerator of which Company shall be and shall cause its employees and agents to, in a professional and courteous manner, promptly refer the number of days remaining in the Restricted Period following the date on which the Employee first engages in Inquiry to such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodpersons as are designated by Naviant or Acquiror from time to time.

Non-Competition. The Employee Each of the Sellers understands that Buyer shall notbe 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, at any time during the Employment Term and therefore, for a period from the Closing Date until two (2) years after such time (the "“Restricted Period") of three (3) years thereafter”), each Seller shall not, directly or indirectly, except where specifically contemplated (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 provision of 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 business conducted by the terms Target as of his employment the Closing Date or this Agreement, (a) as contemplated to be employed by, engage in conducted by Target or participate its Subsidiaries as set forth in the ownership, management, operation or control ofConfidential Memorandum, or act in (B) influence or attempt to influence any advisory supplier, licensor, licensee, strategic partner, distributor or other capacity forcustomer to terminate or modify any Contract (or any course of dealing thereunder) with Target or any of its Subsidiaries (collectively, any Competing Entity which conducts its business within the Territory“Competitive Activities”); provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee foregoing provisions shall not own prohibit (x) any Seller from owning up to 2% of the outstanding voting securities of a publicly-traded company so long as neither such Seller, nor any of its Affiliates, seeks to influence or control, directly or indirectlyis otherwise involved as an officer, in the aggregate securities which constitute 5% director, manager or employee of, or independent contractor or consultant to, such publicly-traded company, (y) ownership of one or more of the voting rights automobile dealers or equity ownership of such Competing Entity; dealerships by any Seller, or (bz) solicit ▇▇▇▇▇▇ from performing services as an employee of Target or divert any business or any customer from its Affiliates after the Subsidiary or any Affiliate Closing Date on behalf of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy Target and its Affiliates which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodcould constitute Competitive Activities.

Non-Competition. The In consideration of the Employee’s employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee’s Base Salary as an Employee shall notand for other good and valuable consideration, at any time receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) That during the Employment Term and for employment by Employer, Employee will not (i) engage in a period (the "Restricted Period") of three (3) years thereafterbusiness that competes, directly or indirectly, except where specifically contemplated by with any of the terms products, services or businesses of his employment or this Agreement, Employer; (aii) be employed byor become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the ownershipcustomers, managementassociates, operation or control ofconsultants, partners, or act in employees of Employer to take any advisory or other capacity for, any Competing Entity action which conducts its business within the Territorymight be disadvantageous to Employer; provided, however, that notwithstanding the foregoingnothing herein shall prohibit Employee from owning, the Employee may make solely as a passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectlyinvestor, in the aggregate securities which constitute not more than 5% or more of the voting rights outstanding publicly traded stock of any corporation so engaged. (b) That for a period of two years following termination of Employee’s employment, Employer shall, at its option, have the right to require that the Employee not (i) engage in a business that competes, directly or equity ownership indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee’s employment by Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or a consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such Competing Entitybusiness; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer with which Employee had contact during the two years prior to termination of Employee’s employment with Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (bvi) solicit engage in or divert participate in any business effort or act to induce any customer from the Subsidiary or any Affiliate of the Subsidiary customers, associates, consultants, partners, or assist employees of Employer to take any person, firm or corporation in doing so or attempting action which might be disadvantageous to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing BonusEmployer; provided, however, that any obligation nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any city, county or state in the United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the two years prior to reimburse termination of Employee’s employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b), with respect to employment or consulting activities, make the Company or payments described in Section 10 (d) below to Employee. In the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause event that the Employee would violate the provisions of this section following termination of Employee’s employment, Employer may, at its option, extend the foregoing two (2) year period by the duration of the Employee’s violation. (c) During Employee’s employment by Employer and during the course of the above-mentioned two (2) year period, Employee shall advise Employer in writing of each and every bona fide offer subject to the restrictions set forth in this Agreement which Employee receives and wishes to accept. Employee’s notice shall be sufficiently detailed regarding the nature and scope of the offer and the identity and business of the offer or to permit Employer to make an informed decision whether to exercise its option hereunder, and shall include a copy of the written offer from the offeror. Employee agrees to supplement the notice with further information upon request by Employer. (d) Employer shall have ten (10) business days following receipt of Employee’s written notification (and any requested supplement) to advise me of its election, in its sole discretion, either; (i) to waive the non-competition provisions of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Agreement, in which case Employee shall be free to accept such offer subject to all the total other terms and conditions of any agreements with Employer relating to inventions and confidential information; or (ii) to insist upon Employers full compliance with the provisions of this Agreement. If Employer elects option (ii) with respect to an employment or consulting offer, Employer shall compensate Employee monthly in an amount equal to my latest monthly base pay as an employee of the Employer in lieu of salary, benefits and all such lumpother remuneration Employee would have received in connection with the proposed employment or consulting for a period beginning on the date of Employees notice as provided above and ending twenty-sum four (24) months from severance of Employee’s employment with Employer. The amount payable may be reduced as provided herein. Monthly payments and Closing Bonus multiplied by a fractionshall begin with the end of the month Employer elects option (ii) above. In the event Employee receives an offer of temporary or part-time employment or an offer to serve as consultant, the numerator of which amount payable pursuant to this Section 10(d) shall be the number lesser of days remaining (a) my latest monthly base pay or (b) the amount offered for temporary or part-time employment or consulting. Payments for temporary employment or consulting shall only be paid during the period for which Employee receives an offer of temporary employment or consulting. (e) The election by Employer of option (i) in Section 10(d) above with respect to any one offer shall not be deemed a release or a waiver with respect to any other offers which Employee may receive during the Restricted Period following two-year period of restriction. Payments pursuant to Section 10(d) above will be adjusted if Employer exercises its option with respect to a subsequent offer of employment or consulting which results in different payments. Payments ender Section 10(d) will be based solely upon the most recent offer of employment or consulting presented to Employer. In no event will compensation ender Section 10(d) exceed Employee’s latest monthly base pay as an employee of Employer. (f) If Employee accepts employment or performs services for any business acceptable to Employer or not subject to the restriction set forth in this Agreement during the two-year period of restriction, the amount of any compensation to which Employee may later become entitled hereunder shall be reduced by the amount by which compensation received for such employment or services exceeds the base pay Employee would have received at Employer for a period of time of the same duration as such employment or services. Employee shall promptly advise Employer in writing upon seeking payment pursuant to Section 10(d) of the dates such acceptable or unrestricted employment commenced and terminated and the compensation received therefore. In such case, Employer shall reduce future payments to Employee under Section 10(d) as provided herein. Payments pursuant to Section 10(d) above shall also be reduced by an amount equal to the amount paid to Employee by Employer under any other agreement, if any, Limiting Employee’s right to subsequent employment. (g) Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and either shall be delivered in person with receipt acknowledged or sent by registered or certified-mail, return receipt requested, postage prepaid, or by overnight mail or courier, or delivery service or by telecopy and confirmed by telecopy answer back, addressed as follows: (i) If to the Company to: _______________________________________________________ _______________________________________________________ _______________________________________________________ Attention: ______________________________________________ Fax: ___________________________________________________ With a copy to: _______________________________________________________ _______________________________________________________ _______________________________________________________ _______________________________________________________ Fax: ___________________________________________________ (ii) If to the Employee to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: ___________________________________________________ With a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. Spinner, Dittman, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇)▇▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The furnishing of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on (A) the date on which personally delivered, with receipt acknowledged, (B) the date on which telecopied and confirmed by telecopy answer back, or (C) the next business day if delivered by overnight or express mail, courier or delivery service, as the case may be. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. (h) If any provision of this Section 10 should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted here from with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made; provided, however, that to the extent any such provision may be made valid and enforceable in such jurisdiction by limitations on the scope of activities, geographical area or time period covered, the parties agree that such provision instead shall be modified and deemed limited to the extent, and only to the extent, necessary to make such provisions enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction, and in such limited form shall be fully enforceable. The parties further agree to modify, re-execute and resubmit this Agreement to an appropriate court if necessary to effect the purpose of this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. (i) The Employee acknowledges and agrees that a breach of the provisions of this Agreement by the Employee first engages will cause serious and irreparable damage to Employer that may be difficult to quantify and for which monetary damages alone will not be adequate. Accordingly, the Employee agrees that if Employer should bring an action to enforce its rights under this Agreement and if Employer establishes that Employee has breached any of the Employee’s obligations under this Agreement, Employer shall be entitled to (i) temporary and/or permanent injunctive relief without the need for posting a bond, and (ii) reasonable attorneys’ fees incurred by Employer in such breach of his covenants contained bringing and prosecuting any action for breach. Nothing in this Section 13 and the denominator of which Agreement shall be construed to prohibit Employer from pursuing any other legal or equitable remedy. Employee agrees that in no event will Employer be liable to Employee for damages in connection with Employer’s enforcement of this Agreement in excess of the total number of days comprising the Restricted Periodamounts specifically provided herein. Employee agrees that Employer, or its assignee, may assign this Agreement upon written notice to Employee.

Non-Competition. The Employee (a) Subject to the exclusions and limitations set forth in Section 6.11(b), for the period of time beginning on the Closing Date and ending at 5:00 p.m. Houston, Texas time on the day immediately before the first anniversary of the Closing Date, no Seller Party shall, and no Seller Party shall not, at permit any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterits Affiliates to, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (ai) be employed by, engage in or participate the Restricted Business in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; providedor (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, howeverincluding as a partner, that notwithstanding shareholder, member, employee, principal, agent, trustee or consultant. (b) Notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee ▇▇▇▇▇▇▇▇ LLC shall not own or controlbe prohibited from owning and/or operating the Excluded Assets and/or Retained Assets, and may fully engage in the Restricted Business in the Territory as to such Excluded Assets and/or Retained Assets. Additionally, ▇▇▇▇▇▇▇▇ LLC may own, directly or indirectly, in the aggregate solely as an investment, securities of any Person traded on any national securities exchange if no Seller Party is a controlling Person of, or a member of a group which constitute 5controls, such Person and does not, directly or indirectly, own 1% or more of the voting rights or equity ownership any class of securities of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or Person. (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he If a Seller Party breaches any of his the provisions of Section 6.11(a), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller Parties all monetary damages suffered by ▇▇▇▇▇ as the result of any acts or omissions constituting a breach of this Section 6.11. (d) Each Seller Party acknowledges that the restrictions contained in this Section 6.11 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.11 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 136.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, then, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodjurisdiction.

Non-Competition. The Employee shall not, at any time during the Employment Term and for For a period (the "Restricted Period") of three (3) years thereafterfollowing the Closing, Seller shall not, and shall ensure that none of its Subsidiaries will, directly or indirectlyindirectly (including as a stockholder, except where specifically contemplated by the terms of his employment consultant, member or this Agreement, (a) be employed bypartner), engage in the Business as conducted during the one (1) year prior to the Closing, including any development, design, manufacture, sale or participate promotion for sale of any Product developed, designed, manufactured, sold or promoted for sale by the Business during the one (1) year prior to the Closing in those countries in which the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within Business has active operations as of the TerritoryClosing; provided, however, that notwithstanding the foregoingfor avoidance of doubt, the Employee may make solely passive investments foregoing shall not restrict Seller or any of its Subsidiaries from in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert way conducting any business or operation of any customer from such Person other than the Subsidiary Business as of the date hereof (any such business or operation, an “Existing Grandfathered Business”), including Solutia’s plastic products business or any Affiliate business that may consume, use, contain, depend upon, any product developed, designed, manufactured, sold or promoted for sale by the Business; and provided further that, for such purposes, (x) no owner of less than five percent (5%) of the Subsidiary outstanding equity or assist voting interests of any person, firm Person and (y) no director (or corporation other equivalent position on an equivalent governing body) of any Person (other than those Persons listed in doing so or attempting the definition of Knowledge with respect to do so; or (c) cause or seek Seller who continues to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary be employed by Seller or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(aits Affiliates), and (2z) receive reimbursement from the Employee of without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employeeequity or other interests in a Person for passive investment purposes only, and the Employee shall forfeit his right to receive in any such severance compensation and Closing Bonus; provided, however, that any obligation of case shall be deemed to be engaged in the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion business of such lump-sum payments and Closing Bonus that may be Person solely as a result of ownership of such equity or voting interests or such directorship. For the avoidance of doubt, nothing in this Section 6.6 shall (x) require Seller or any of its Subsidiaries from taking or refraining to take any action with respect to Holdings or any of its Subsidiaries incident or relating to Solutia’s equity interest in Holdings, (y) restrict Seller or any of its Subsidiaries from taking any action required to be so reimbursed taken by it pursuant to any Related Agreement, including the Employee Securityholders Agreement or the Transition Services Agreement, or (z) limit any rights of Seller granted pursuant to Section 8.7 or Section 6.14. If a court of competent jurisdiction declares in a final judgment that any term or provision of this Section 6.6 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the 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 Agreement shall be enforceable as so modified after the total expiration of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on time within which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall judgment may be the total number of days comprising the Restricted Periodappealed.

Non-Competition. The Employee shall notExecutive hereby agrees that, at any time during the Employment Term and for a period of eighteen (18) months following the "Restricted Period") termination of three (3) years thereafterhis employment under this Agreement, he will not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreementindirectly and in any way, (a) own, manage, operate, control, be employed by, engage participate in, or be connected in or participate in any manner with the ownership, management, operation or control of, or act in of any advisory or other capacity for, any Competing Entity which conducts its business within competing with the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more business of the voting rights or equity ownership of such Competing Entity; or Company, (b) interfere with, solicit on behalf of another or divert any business attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer from that the Subsidiary Company (or any Affiliate affiliate or subsidiary of the Subsidiary Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any 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 hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or corporation in doing so or attempting to do so; or other entity, the employees of which the Company (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate affiliate or subsidiary of the Subsidiary Company) has agreed not to hire or assist any person, firm or corporation in doing soendeavor to hire. The Employee agrees thateffective 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 14. Because of the Executive’s knowledge of the Company’s business, notwithstanding in the event of the Executive’s actual or threatened breach of the provisions of this Section 14, the Company shall be entitled to, and 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 provision available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Agreement Section 14 are necessary and reasonable to protect the contrary, if he breaches Company in the conduct of its business. If any of his covenants restriction contained in this Section 1314 shall be deemed to be invalid or unenforceable by reason of the extent, thenduration of geographic scope thereof, in addition to any other remedy which may be available at law or in equity, then the Company and shall have the Subsidiary shall be entitled right to (1) cease or withhold payment or provision reduce such extent, duration, geographic scope of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)other provisions thereof, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee in their reduced form such restrictions shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may then be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining enforceable in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodmanner contemplated hereby.

Non-Competition. The Employee shall notExcept for the activities provided for pursuant to the Listing Agreement, at any time during the Employment Term and for a period of eighteen (18) months commencing on the Closing Date (the "Restricted Period"), the Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in the Business or a similar or competing business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Business or a similar or competing business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of three this Agreement) between MMG and MMC and Customers or suppliers of MMG or MMC (3) years thereafternotwithstanding the foregoing, the Vendor may own, directly or indirectly, except where specifically contemplated by solely as an investment, securities of any Person traded on any stock exchange if the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control Vendor is not a controlling Person of, or act in any advisory or other capacity fora member of a group which controls, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held such Person and of which the Employee shall not own or controldoes not, directly or indirectly, in the aggregate securities which constitute own 5% or more of the voting rights or equity ownership any class of securities of such Competing Entity; or Person), (biv) solicit or divert entice, or attempt to solicit or entice, any Customers of MMG or MMC or potential Customers for purposes of diverting their business from MMG or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing soMMC. The Employee Vendor acknowledges that a breach or threatened breach of this Section would give rise to irreparable harm to the Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that, notwithstanding in the event of a breach or a threatened breach by the Vendor of any such obligations, the Purchaser 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 interim or permanent injunction, specific performance and any other provision relief that may be available from a court of competent equitable jurisdiction (without any requirement to post a bond or other security). The Vendor acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser's entering into this Agreement to and consummating the contrary, if he breaches any of his transactions contemplated by this Agreement. The covenants contained in this Section 13and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, then, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other remedy which may be available at law or in equityjurisdiction. Notwithstanding the foregoing, the Company and the Subsidiary Vendor shall be entitled permitted to (1) cease or withhold payment or provision of any severance compensation market and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)sell cannabis oils, cannabis edibles, and cannabis vaporizer products in the Territory, provided that such products are sold under the Vendor’s “Chalice” line of cannabis products or any sub-brands of “Chalice” (2) receive reimbursement from the Employee of any lump-sum payments previously made “Permitted Chalice Products”). Prior to marketing or selling the Permitted Chalice Products, the Vendor shall first provide notice to the Employee Purchaser, who shall have a right of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid first refusal to market or sell the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining Permitted Chalice Products in the Restricted Period following the date on which the Employee first engages in Territory, upon such breach of his covenants contained in this Section 13 terms as are commercially reasonable and the denominator of which shall be the total number of days comprising the Restricted Periodmutually agreed to.

Non-Competition. The Employee (a) From and after the Closing Date, LuxCo and its Affiliates shall not, at directly or through any time during Affiliate of LuxCo, engage in, make any investment in the Employment Term equity of (other than as permitted by Section 10.2), or enter into a strategic alliance in any form with any person for the purpose in whole or in part of engaging in the provision of any Restricted Partnership Services; provided, that the foregoing shall not preclude co-bidding or working side by side with any such person on one or more joint assignments that do not arise from, constitute or that are promoted or marketed as, an actual or de facto alliance or involve the payment of referral fees, commissions, co- or joint marketing funds or other compensation in connection with such arrangement. (b) From and for a period (after the "Restricted Period") of three (3) years thereafterClosing Date, the Territory, the Noncompete Parties and their respective Affiliates shall not, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed bythrough any Affiliate, engage in or participate in, make any investment in the ownership, management, operation or control ofequity of (other than as permitted by Section 10.2), or act enter into a strategic alliance in any advisory form with any person (other than BermudaCo and LuxCo) for the purpose in whole or in part of engaging in the provision of any Restricted Consulting Services, subject to the proviso of Section 10.1(a) above. (c) From and after the Closing Date, PwCIL and its Affiliates shall not, directly or through any Affiliate of PwCIL, engage in, make any investment in the equity of (other capacity forthan as permitted by Section 10.2), or enter into a strategic alliance in any Competing Entity which conducts form with any person for the purpose in whole or in part of engaging in the provision of any Restricted Consulting Services, subject to the proviso of Section 10.1(a) above. (d) From and after the Closing Date, LuxCo and its business within Affiliates shall not (i) solicit, recruit or hire any person who immediately after the Closing Date is a Partner or client facing employee of the Territory, the Noncompete Parties, PwCIL or their respective Affiliates or (ii) solicit or encourage any such Partner or client facing employee of the Territory, the Noncompete Parties, PwCIL or their respective Affiliates to leave the employment of such entity or resign as a Partner; provided, howeverthat (x) the foregoing shall not prohibit LuxCo or its Affiliates from soliciting, that notwithstanding recruiting or hiring any such Partner or client facing employee who has ceased to be a Partner of or be employed by the foregoingTerritory, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held Noncompete Parties, PwCIL or their respective Affiliates for at least 12 months; and of which the Employee (y) general solicitations or advertisements shall not own be deemed to be solicitations for purposes of this paragraph (d). (e) From and after the Closing Date, the Territory, the Noncompete Parties, PwCIL and their respective Affiliates shall not (i) solicit, recruit or control, directly hire any person who immediately after the Closing Date is a "partner" (or indirectly, in the aggregate securities which constitute 5% similar designation) or more client facing employee of the voting rights LuxCo or equity ownership of such Competing Entity; its Affiliates or (bii) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive encourage any such severance compensation and Closing Bonus"partner" (or similar designation) or client facing employee of LuxCo or its Affiliates to leave the employment of such entity or resign as a "partner" (or similar designation); provided, however(x) that the foregoing shall not prohibit the Territory, that the Noncompete Parties, PwCIL or their respective Affiliates from soliciting, recruiting or hiring any obligation of the Employee such "partner" (or similar designation) or client facing employee who has ceased to reimburse the Company be a "partner" or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2similar designations) of this sentence or employed by LuxCo or its Affiliates for at least 12 months; and (y) general solicitations or advertisements shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may not be required deemed to be so reimbursed by the Employee shall be the total solicitations for purposes of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodparagraph (e).

Non-Competition. The Employee Executive shall not, at any time during for so long as he is --------------- entitled to compensation under or pursuant to this Agreement (whether or not he is actively employed by the Employment Term and for a period (the "Restricted Period") of three (3) years thereafterCompany hereunder), directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, : (a) compete with the Company; or (b) be interested in, employed by, engage engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the TerritoryTerritory (as such terms are hereinafter defined); provided, however, that notwithstanding the foregoing, the Employee -------- ------- Executive may make solely passive investments in any Competing Entity the common stock of which is "publicly held held," and of which the Employee Executive shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more than one (1%) percent of the voting rights or equity ownership of such Competing Entity; or (bc) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary Company or assist any person, firm or corporation in doing so or attempting to do so; or (cd) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary Company or assist any person, firm or corporation in doing so or attempting to do so. The Employee agrees thatIn the event that Executive shall, notwithstanding during any other provision of this Agreement to the contrarySeverance Period, if he breaches any of his covenants contained in this Section 13obtain employment with a Competing Entity ("Alternate Employment"), then, in addition to any other remedy which may be available at law or in equityeffective on the first day of said Alternate Employment, the following shall take place: (a) The Company shall pay to Executive all compensation payments of whatsoever kind due Executive up to the first day of Alternate Employment; (b) The Company's obligation to make any further payments which would have been due and payable to the Subsidiary Executive on or after the date of the first day of Alternate Employment shall be entitled to extinguished; and (1c) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee Executive shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation be free of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) provisions of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period5.3.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed byFor a period equal to the term of this Agreement and one year after the termination of employment for any reason, without the written consent of the Employer, Employee shall not either directly or indirectly engage in (whether for his own account or participate in the ownershipas a partner, managementjoint venturer, operation employee, consultant, agent, contractor, officer, director or control of, shareholder or act otherwise) in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; United States which delivers marketing, distribution, or administrative services on behalf of health care payors, provided, however, that notwithstanding the foregoingforegoing shall not be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or on the NASDAQ National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the outstanding stock of such company. (b) During the term of this Agreement and for a period of three years after termination of Employee's employment for any reason Employee will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employer or of any division or subsidiary of the Employer or (ii) any supplier, vendor, agent or consultant to the Employer, to terminate its, his, or her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or any of their officers, directors, or employees to the press, to any part of the investment community, to the public, or to any person connected with, employed by or having a relationship to the Employer, provided that nothing contained herein shall be deemed to prohibit full and ▇▇▇▇▇ discussions of the Employer and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent or subsidiary corporations and, during such period as Employee may be a stockholder of Employer, at any stockholders' meeting thereof; (iii) willfully interfere with or disrupt the Employer's operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employer, the Employee may make solely passive investments in any Competing Entity the common stock purpose of which is publicly held and to elect a director or slate of which directors who were not nominated by the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more then sitting Board of Directors of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any personEmployer, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of nothing contained herein shall require the Employee to reimburse the Company or the Subsidiary vote any shares held by him in any particular manner. (c) For a period of three years after termination of Employee's employment for any lump-sum payments reason other than Cause, Employer and Closing Bonus pursuant to clause (2) of this sentence its directors, chief executive, financial and operating officers shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fractionrefrain from making any negative, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodderogatory or defamatory statement about Employee.

Non-Competition. The Employee shall 9.1 In consideration of Vast entering into this Agreement the Consultant agrees that it will not, at any time and will procure that the Specified Personnel will not, during the Employment Term term of this Agreement, and for a period any Non-Competition Period after termination or expiry of this Agreement provide any services to, advise or assist financially, or be directly or indirectly engaged, interested or concerned in, in any capacity whatsoever within the Territory, whether as an agent, partner, shareholder, director, financier, employee or consultant, or otherwise take part in the management of: (a) any business or person that Competes in the "Restricted Period"Territory in any other way with the business of Vast or any Affiliate of Vast; or (b) any customer of three (3) years thereafterVast, except with the prior written consent of Vast. 9.2 The Consultant agrees that it will not, and will procure that the Specified Personnel will not, without the prior written consent of Vast, during the term of this Agreement, and for any Non-Competition Period after termination or expiry of this Agreement, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, : (a) be employed bysolicit, engage in divert or participate in the ownership, management, operation or control oftake, or act in attempt to solicit, divert or take, away from Vast (or any advisory Affiliate of Vast) any customer, business or other capacity for, any Competing Entity which conducts its business within the Territorysupplier; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or or (b) solicit or divert any business entice, or any customer attempt to solicit or entice, away from the Subsidiary Vast (or any Affiliate of the Subsidiary Vast), or assist any person, firm or corporation in doing so or attempting to do so; or otherwise recommend for employment outside Vast (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of Vast), any employee, officer or consultant of or to Vast (or any Affiliate of Vast). 9.3 By entering into this Agreement the Subsidiary or assist any person, firm or corporation in doing so. The Employee Consultant acknowledges and agrees that: (a) the terms of this clause are reasonable and impose no undue hardship on the Consultant and it would be unreasonable for the Consultant to take the benefits provided under this Agreement and to be able to violate the provisions of this clause; (b) the terms of this clause are reasonably necessary to protect the legitimate interests of ▇▇▇▇; (c) any breach of this clause by the Consultant or its personnel may cause material or irreparable damage to Vast, notwithstanding whether from the transfer of Confidential Information to a competitor or otherwise, for which monetary damages may be an inadequate remedy. Accordingly, the Consultant acknowledges that Vast will be entitled to seek equitable relief (including an injunction) in respect of any breach or threatened breach of this clause, in addition to, and without limiting, any other provision remedy that may be available (including damages); and (d) in any proceeding brought by ▇▇▇▇ seeking equitable relief for a breach of this clause, the Consultant may not claim that the breach is one that may not, or ought not, be the subject of equitable relief. 9.4 In consideration of the Fees payable under this Agreement, the Consultant and its Affiliates must (during the term of this Agreement to the contraryand for a period of 6 months following termination or expiry of this Agreement) not be directly or indirectly interested, if he breaches any of his covenants contained in this Section 13engaged or concerned in, then, in addition to advise or assist financially any other remedy which may be available at law or person that is in equityconflict with ▇▇▇▇’s commercial interests, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision without ▇▇▇▇’s prior written consent. 9.5 The Consultant must advise Vast in writing immediately it becomes aware of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a)conflict of interest, and (2) receive reimbursement from the Employee or potential conflict of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employeeinterest, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodarising.

Non-Competition. The Employee During the period from the date hereof until the second anniversary after the expiration of the Initial Period (the "Noncompete Period"), neither Seller nor any of the Filefront Principals shall notdirectly or indirectly (whether for such Party or for any other Person) own any interest in, at operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit any of their names to be used by, consult with, advise, render services for (alone or in association with any other Person), or otherwise assist in any manner (a) any Person (each a "Restricted Person") that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in a business which Buyer's Game Group engages as of the Closing Date or any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly Initial Period or indirectly, except where specifically contemplated by the terms of his employment which any Seller or this Agreement, (a) be employed by, any Filefront Principal has knowledge that Buyer's Game Group intends to engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more as of the voting rights Closing Date or equity ownership of such Competing Entityany time during the Initial Period; or (b) solicit any successor, assignee, partner, joint venture or divert any business collaboration partner, subsidiary, division or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do soRestricted Person; or (c) cause any Person in which any Restricted Person owns an interest or seek participates, which any of Restricted Person manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any Restricted Person consults or to cause which any personRestricted Person otherwise provides management or financial support. Notwithstanding the foregoing, firm the Noncompete Period shall terminate in the event that Buyer and Guarantor have breached any obligations to make the Additional Purchase Price Payment on the 10th day after written notice of such breach, unless prior to such time, Buyer's obligations to make the Additional Purchase Price Payment are satisfied (by Buyer or Guarantor). Nothing herein shall prohibit Sellers or the Filefront Principals from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive investment in the stock of a corporation to refrain from dealing or doing business with the Subsidiary or that is publicly traded, so long as neither Seller nor any Affiliate of the Subsidiary or assist Filefront Principals has any person, firm or corporation other participation in doing sothe business of any such corporation. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in Parties expressly acknowledge and agree that each and every restriction imposed by this Section 137F(i) is reasonable with respect to subject matter, then, in addition to any other remedy which may be available at law or in equity, the Company time period and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodgeographical area.

Non-Competition. (a) The Employee Executive acknowledges and recognizes the highly-competitive nature of the business conducted by the Corporation and its subsidiaries and affiliates and accordingly agrees that, in consideration of this Agreement and the premises contained herein, she shall not, for her own benefit or for the benefit of any other person or entity other than the Corporation, during the period commencing on the Effective Date hereof and terminating on the first anniversary of the expiration or termination of the Term hereof for any reason whatsoever (subject to Section 9): (i) actively engage in contacting, soliciting or servicing, for the purpose of competing with the Outpatient Division of the Corporation, any person or entity that was a customer or prospective customer of the Corporation or any of its subsidiaries or affiliates at any time during the Employment Term and hereof (a prospective customer being one to which the Corporation had made a written financial proposal within twelve (12) months prior to the time of the termination of the Term (except that licensed health plans are not considered customers or prospective customers for purposes of defining competitors)); or (ii) hire, retain or engage as a director, officer, employee, consultant, agent or in any other capacity any person or persons who are employed by the Corporation or who were at any time (within a period of six (6) months immediately prior to the "Restricted Period"date of the termination of the Term) of three (3) years thereafter, directly or indirectly, except where specifically contemplated employed by the terms of his employment Corporation or this Agreement, (a) be employed by, engage in or participate in otherwise interfere with the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within relationship between such persons and the Territory; provided, however, that notwithstanding Corporation. Notwithstanding the foregoing, the Employee may make solely passive investments no action by another person or entity in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own engaging in such hiring, retention or control, directly or indirectly, engagement as described in the aggregate securities which constitute 5% preceding sentence shall be deemed to be a breach of this provision by the Executive unless the Executive assisted, encouraged or more of the voting rights otherwise counseled such director, officer, employee, consultant, agent or equity ownership of other person to engage in such Competing Entity; or activity. (b) solicit or divert any The Executive understands that the foregoing restrictions may limit her ability to earn a similar amount of money in a business or any customer from similar to the Subsidiary or any Affiliate business of the Subsidiary Corporation or assist its subsidiaries or affiliates, but she nevertheless believes that she has received and will receive sufficient consideration and other benefits as an employee of the Corporation and as otherwise provided hereunder to clearly justify such restrictions which, in any personevent (given her education, firm or corporation in doing so or attempting to do so; or skills and ability), the Executive does not believe would prevent her from earning a living. (c) cause It is agreed that the Executive’s services hereunder are special, unique, unusual and extraordinary giving them peculiar value, the loss of which cannot be reasonably or seek to cause any personadequately compensated for by damages, firm or corporation to refrain from dealing or doing business with and in the Subsidiary or any Affiliate event of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision Executive’s breach of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equitySection, the Company and the Subsidiary Corporation shall be entitled to (1) cease equitable relief by way of injunction or withhold payment otherwise. If the period of time or provision area herein specified should be adjudged unreasonable in any court proceeding, then the period of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee time shall be reduced by such number of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company months or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence area shall lapse on a pro rata basis as follows: the portion be reduced by elimination of such lump-sum payments and Closing Bonus portion thereof as deemed unreasonable, so that this covenant may be required enforced during such period of time and in such areas as is adjudged to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodreasonable.

Non-Competition. The Employee Except as Purchaser may expressly agree in writing, each of Seller and the Guarantors agree that, from and after the Closing Date until the fifth (5th) anniversary of the Closing Date, neither Seller nor any Guarantor shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, : (a) be employed byengage in, engage in control, advise, manage, serve as a director, officer or participate in the ownership, management, operation or control employee of, act as a consultant to or act receive any economic benefit from, or own any interest in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments Territory which competes in any Competing Entity material respects with the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more Business as conducted as of the voting rights or equity ownership of such Competing Entity; or Closing Date; (b) except on behalf of Purchaser, solicit or divert or attempt to solicit or divert any business Person which is or any was a customer from the Subsidiary or any Affiliate referral source of the Subsidiary Business from continuing to act as a customer or assist referral source of the Business or otherwise solicit any person, firm such customer or corporation in doing so referral source to become a customer or attempting to do so; or referral source for a competing business; (c) cause employ or seek solicit for employment any Continuing Employee for employment or encourage any Continuing Employee to cause leave their employment with Purchaser; provided that the foregoing restriction shall not preclude Seller from making general solicitations for employees by use of advertisements in the media. Notwithstanding the foregoing, neither Seller nor any personGuarantor shall be deemed in violation of this Section 12.3 as a result of its or his direct or indirect ownership of two percent (2%) or less of any third Person, firm the securities of which are publicly traded or corporation to refrain from dealing listed on any securities exchange or doing automatic quotation system whether or not such Person engages in business activities which are competitive with the Subsidiary or any Affiliate Business. Each of Seller and each Guarantor shall cause its respective Affiliates to comply with the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained restrictions set forth in this Section 1312.3 to the same extent as if such Affiliates were directly subject thereto. In the event of any actual or threatened breach of this Section 12.3, thenPurchaser, in addition to any other remedy which may be available at law to it for breach or in equitythreatened breach, including the Company and the Subsidiary recovery of damages, shall be entitled to an injunction restraining Seller, Guarantors and their respective Affiliates from such conduct. For purposes of the restrictions in clause (1b) cease above, a Person shall be deemed to be a customer or withhold payment or provision referral source of the Business, if it acted as such within the twenty-four (24) month period prior to the date of any solicitation by Seller or any Guarantor. (d) The obligations of a Guarantor under Section 12.3(a) shall terminate as provided in the next sentence with respect to any Guarantor if such Guarantor’s employment is terminated (i) by Purchaser other than for “Cause” (as such term is defined in such Guarantor’s Senior Management Agreement) or (ii) by a Guarantor for “Good Reason” (as such term is defined in such Guarantor’s Senior Management Agreement) without impacting such Guarantor’s obligations under the remainder of this Section 12.3. The date of the effectiveness of the termination of the obligations of a Guarantor under this clause (d) shall be the earlier of (i) the fifth (5th) anniversary of the Closing Date, (ii) the first (1st) /anniversary of the date of termination of employment so long as Purchaser shall have paid to such Guarantor all severance compensation and benefits to which the Employee is otherwise Seller shall be contractually entitled pursuant to Section 10(a)under his Senior Management Agreement, and (2iii) receive reimbursement the date of termination of employment should Purchaser default in its obligation to make severance payments to the Guarantor in accordance with the terms of his Senior Management Agreement. (e) Notwithstanding any other provision to the contrary herein, Seller and Guarantors shall be relieved of their obligations under this Section 12.3 in the event that Purchaser fails to pay any of the Earn-Out Payments or the Holdback Amount required by this Agreement and does not cure such failure within thirty (30) days after receipt of notice thereof, unless such failure to pay such amounts results from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation exercise by Purchaser of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) right of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining offset specified in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period13.8.

Non-Competition. The Employee shall not, at any time during the Employment Term and for (a) For a period (the "Restricted Period") of three (3) years thereaftercommencing on the date hereof (the “Restricted Period”), the Undersigned shall not, and shall not permit any of its Affiliates or Representatives to, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (ai) be employed by, engage in or participate assist others in engaging in mineral exploration (the “Restricted Activity”) within the ▇▇▇▇▇▇▇▇ Basin (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the ownershipRestricted Activity in the Territory in any capacity, managementincluding as a partner, operation shareholder, member, employee, principal, agent, trustee or control consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) of the Company and any third party. Notwithstanding the foregoing, the Undersigned may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Undersigned is not a controlling Person of, or act in a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any advisory or other capacity for, any Competing Entity which conducts its business within the Territoryclass of securities of such Person; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee this restriction shall not own or controlapply to any securities, directly or indirectlyincluding but not limited to convertible voting securities, of Prospect Global Resources, Inc., a Nevada corporation, issued in connection with the aggregate securities which constitute 5% or more of transactions contemplated by the voting rights or equity ownership of such Competing Entity; or Purchase Agreement. (b) solicit The Undersigned acknowledges that a Breach or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision threatened Breach of this Agreement Section 1 would give rise to irreparable harm to Prospect and the contraryCompany, if he breaches for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a Breach or a threatened Breach by the Undersigned of any of his covenants contained in this Section 13such obligations, thenProspect and the Company shall, in addition to any and all other remedy which rights and remedies that may be available at law or to it in equityrespect of such Breach, the Company and the Subsidiary shall be entitled to equitable relief (1without any requirement to post bond). (c) cease or withhold payment or provision of any severance compensation and benefits to which Notwithstanding the Employee is otherwise entitled pursuant to Section 10(a)foregoing, and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee Undersigned shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining permitted to continue to engage in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodpetrified wood mining business.

Non-Competition. The Employee Executive acknowledges and recognizes the highly competitive nature of the business of the Corporation and its affiliates as well as his extensive participation in the ownership of the common stock of the Corporation. The Executive accordingly agrees, until the third anniversary of the Executive's termination or resignation of employment (such date being hereafter referred to as the "Restricted Date") as follows: (a) The Executive will not directly or indirectly engage (as owner, stockholder, partner or otherwise, except as a holder of fewer than 5% of the outstanding shares or other equity interests of a company whose shares or other equity interests are publicly traded) in any business which directly or indirectly competes with the business of the Corporation or any of its affiliates within the same jurisdictions in which the Corporation or any of its affiliates engages in business at the time of the Executive's termination or resignation, as the case may be. (b) The Executive will not directly or indirectly induce any employee of the Corporation or any of its affiliates to engage in any activity in which the Executive is prohibited from engaging by paragraph (a) above or to terminate his employment with the Corporation or any of its affiliates, and will not directly or indirectly employ or offer employment to any person who was employed by the Corporation or any of its affiliates unless such person shall not, at have been terminated without cause or ceased to be employed by any time during the Employment Term and such entity for a period of at least 12 months. (c) The Executive will not make any statement or take any action intended to impair the "Restricted Period") goodwill or the business reputation of three (3) years thereafterthe Corporation or any of its affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more to benefit a competitor of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business Corporation or any customer from of its affiliates. (d) It is expressly understood and agreed that although the Subsidiary or any Affiliate of Executive and the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with Corporation consider the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants restrictions contained in this Section 1310 to be reasonable, then, in addition to if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants restriction contained in this Section 13 and Agreement is an unenforceable restriction against the denominator Executive, the provisions of which this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the total number enforceability of days comprising any of the Restricted Periodother restrictions contained herein.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be While Employee is employed byand for one (1) year after the termination of Employee’s employment for any reason, without the written consent of the Employer, Employee shall not either directly or indirectly engage in (whether for his own account or participate in the ownershipas a partner, managementjoint venturer, operation employee, consultant, agent, contractor, officer, director or control of, shareholder or act otherwise) in any advisory or other capacity for, any Competing Entity which conducts its business within the TerritoryUnited States which delivers preferred provider organization or claims repricing services on behalf of health care payors or networks; provided, however, that notwithstanding the foregoingforegoing shall not be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or on the Nasdaq National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the outstanding stock of such company. (b) During the term of this Agreement and for a period of three years after termination of Employee’s employment for any reason Employee will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employer or of any division or subsidiary of the Employer or (ii) any supplier, vendor, agent or consultant to the Employer, to terminate its, his, or her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or any of their officers, directors, or employees to the press, to any part of the investment community, to the public, or to any person connected with, employed by or having a relationship to the Employer, provided that nothing contained herein shall be deemed to prohibit full and ▇▇▇▇▇ discussions of the Employer and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent or subsidiary corporations and, during such period as Employee may be a stockholder of Employer, at any stockholders’ meeting thereof; (iii) willfully interfere with or disrupt the Employer’s operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employer, the Employee may make solely passive investments in any Competing Entity the common stock purpose of which is publicly held and to elect a director or slate of which directors who were not nominated by the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more then sitting Board of Directors of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any personEmployer, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of nothing contained herein shall require the Employee to reimburse the Company or the Subsidiary vote any shares held by him in any particular manner. (c) For a period of three years after termination of Employee’s employment for any lump-sum payments reason other than Cause, Employer and Closing Bonus pursuant to clause (2) of this sentence its directors, chief executive, financial and operating officers shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fractionrefrain from making any negative, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Periodderogatory or defamatory statement about Employee.

Non-Competition. The In consideration of the Employee’s employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee’s Base Salary as an Employee shall notand for other good and valuable consideration, at any time receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) That during the Employment Term and for employment by Employer, Employee will not (i) engage in a period (the "Restricted Period") of three (3) years thereafterbusiness that competes, directly or indirectly, except where specifically contemplated by with any of the terms products, services or businesses of his employment or this AgreementEmployer, (aii) be employed byor become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the ownershipcustomers, managementassociates, operation or control ofconsultants, partners, or act in employees of Employer to take any advisory or other capacity for, any Competing Entity action which conducts its business within the Territorymight be disadvantageous to Employer; provided, however, that notwithstanding the foregoingnothing herein shall prohibit Employee from owning, the Employee may make solely as a passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectlyinvestor, in the aggregate securities which constitute not more than 5% or more of the voting rights outstanding publicly traded stock of any corporation so engaged. (b) That for a period of two years following termination of Employee’s employment, Employer shall, at its option, have the right to require that the Employee not (i) engage in a business that competes, directly or equity ownership indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee’s employment by Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or a consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such Competing Entitybusiness; (iii) seek in competition with the business of Employer to procure orders from or do business with any customer of Employer with which Employee had contact during the two years prior to termination of Employee’s employment with Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (bvi) solicit engage in or divert participate in any business effort or act to induce any customer from the Subsidiary or any Affiliate of the Subsidiary customers, associates, consultants, partners, or assist employees of Employer to take any person, firm or corporation in doing so or attempting action which might be disadvantageous to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing BonusEmployer; provided, however, that any obligation nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any city, county or state in the United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the two years prior to reimburse termination of Employee’s employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b), with respect to employment or consulting activities, make the Company or payments described in Section 10 (d) below to Employee. In the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause event that the Employee would violate the provisions of this section following termination of Employee’s employment, Employer may, at its option, extend the foregoing two (2) year period by the duration of the Employee’s violation. (c) During Employee’s employment by Employer and during the course of the above-mentioned two (2) year period, Employee shall advise Employer in writing of each and every bona fide offer subject to the restrictions set forth in this Agreement which Employee receives and wishes to accept. Employees notice shall be sufficiently detailed regarding the nature and scope of the offer and the identity and business of the offer or to permit Employer to make an informed decision whether to exercise its option hereunder, and shall include a copy of the written offer from the offeror. Employee agrees to supplement the notice with further information upon request by Employer. (d) Employer shall have ten (10) business days following receipt of Employee’s written notification (and any requested supplement) to advise me of its election, in its sole discretion, either, (i) to waive the non-competition provisions of this sentence Agreement, in which case Employee shall lapse be free to accept such offer subject to all the other terms and conditions of any agreements with Employer relating to inventions and confidential information; or (ii) to insist upon Employers full compliance with the provisions of this Agreement. If Employer elects option (ii) with respect to an employment or consulting offer, Employer shall compensate Employee monthly in an amount equal to my latest monthly base pay as an employee of the Employer in lieu of salary, benefits and all other remuneration Employee would have received in connection with the proposed employment or consulting for a period beginning on the date of Employees notice as provided above and ending twenty-four (24) months from severance of Employee’s employment with Employer. The amount payable may be reduced as provided herein. Monthly payments shall begin with the end of the month Employer elects option (ii) above. In the event Employee receives an offer of temporary or part-time employment or an offer to serve as consultant, the amount payable pursuant to this Section 10(d) shall be the lesser of (a) my latest monthly base pay or (b) the amount offered for temporary or part-time employment or consulting. Payments for temporary employment or consulting shall only be paid during the period for which Employee receives an offer of temporary employment or consulting. (e) The election by Employer of option (i) in Section 10(d) above with respect to any one offer shall not be deemed a pro rata basis release or a waiver with respect to any other offers which Employee may receive during the two-year period of restriction. Payments pursuant to Section 10(d) above will be adjusted if Employer exercises its option with respect to a subsequent offer of employment or consulting which results in different payments. Payments ender Section 10(d) will be based solely upon the most recent offer of employment or consulting presented to Employer. In no event will compensation ender Section 10(d) exceed Employee’s latest monthly base pay as follows: an employee of Employer. (f) If Employee accepts employment or performs services for any business acceptable to Employer or not subject to the portion restriction set forth in this Agreement during the two-year period of restriction, the amount of any compensation to which Employee may later become entitled hereunder shall be reduced by the amount by which compensation received for such employment or services exceeds the base pay Employee would have received at Employer for a period of time of the same duration as such employment or services. Employee shall promptly advise Employer in writing upon seeking payment pursuant to Section 10(d) of the dates such acceptable or unrestricted employment commenced and terminated and the compensation received therefor. In such case, Employer shall reduce future payments to Employee under Section 10(d) as provided herein. Payments pursuant to Section 10(d) above shall also be reduced by an amount equal to the amount paid to Employee by Employer under any other agreement, if any, limiting Employee’s right to subsequent employment. (g) Notices shall be sent to Employer at most recent corporate headquarters address, and to Employee at the most recent address Employer has for Employee, or at such different address as either party shall have given notice by certified mail, Return Receipt Requested Refusal by either party to accept a notice shall be deemed receipt of that notice. (h) If any provision of this Section 10 should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such lumpprovision in the particular jurisdiction in which such adjudication was made; provided, however, that to the extent any such provision may be made valid and enforceable in such jurisdiction by limitations on the scope of activities, geographical area or time period covered, the parties agree that such provision instead shall be modified and deemed limited to the extent, and only to the extent, necessary to make such provisions enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction, and in such limited form shall be fully enforceable. The parties further agree to modify, re-sum payments execute and Closing Bonus resubmit this Agreement to an appropriate court if necessary to effect the purpose of this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. (i) The Employee acknowledges and agrees that a breach of the provisions of this Agreement by the Employee will cause serious and irreparable damage to Employer that may be required difficult to quantify and for which monetary damages alone will not be so reimbursed by adequate. Accordingly, the Employee agrees that if Employer should bring an action to enforce its rights under this Agreement and if Employer establishes that Employee has breached any of the Employee’s obligations under this Agreement, Employer shall be entitled to (i) temporary and or permanent injunctive relief without the total of all such lump-sum payments need for posting a bond, and Closing Bonus multiplied (ii) reasonable attorneys’ fees incurred by a fraction, the numerator of which Employer in bringing and prosecuting any action for breach. Nothing in this Agreement shall be construed to prohibit Employer from pursuing any other legal or equitable remedy. Employee agrees that in no event will Employer be liable to Employee for damages in connection with Employer’s enforcement of this Agreement in excess of the number amounts specifically provided herein. Employee agrees that Employer, or its assignee, may assign this Agreement upon written notice to Employee. (j) In consideration for Employees obligations under this Agreement, Employer shall pay Employee upon termination of days Employee’s employment with Employer, as supplemental severance pay in addition to all other normal severance benefits including paying out the compensation related to the remaining months covered under this agreement at the time of termination, but in lieu of similar severance under any other non-competition agreement, if any, with Employer, six months of Employee’s latest Base Salary and the release and issuance of the remaining Fifty percent (50%) founders stock as per article 5 (a) V, as an Employee of Employer if termination occurs within the first one-year term of Employment without cause and three months of Employee’s latest Base Salary as an Employee of Employer thereafter. Furthermore if termination without cause occurs before June 1, 2003, then any unpaid amounts related to the promissory note dated June 24, 2002, in the Restricted Period following amount of $25,000, for the date on which the Employee first engages in such breach purchase of his covenants contained in this Section 13 and the denominator of which employers stock shall be the total number of days comprising the Restricted Periodforgiven.

Non-Competition. The Employee shall notacknowledges that employment by the Company will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Company at any time a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Term Period and for a period (one year after the "Restricted Period") of three (3) years thereafterTermination Date, the Employee will not, directly or indirectly, except where specifically contemplated by the terms of his employment individually or this Agreement, in partnership or in conjunction with any other Person: (ai) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlengaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business; (ii) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the aggregate securities loyal and complete fulfilment of the Employee's duties to that Competitive Business would (i) inherently require that the Employee use, copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer of Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which constitute carries on a Competitive Business. The restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding not more than 5% or more of the voting rights issued shares of a public company listed on any recognized stock exchange or equity ownership of such Competing Entity; or (b) solicit or divert traded on any business or any customer from bona fide "over the Subsidiary or any Affiliate of counter" market anywhere in the Subsidiary or assist any personworld. For greater certainty, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in Employee's obligations under this Section 13, then, are in addition to any other remedy which may be available at law or the obligations respecting disclosure and use of Confidential Information in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted PeriodPart 8.

Non-Competition. The Employee shall In furtherance of the transfer of the Assets to the Buyer hereunder by virtue of the Contemplated Transactions, to more effectively protect the value of the Assets so transferred, and to induce to consummate the Contemplated Transactions, each Selling Party covenants and agrees that, for a period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Term”), such Selling Party will not, nor will such Selling Party permit any of its, his or her Affiliates to, directly or indirectly, (i) individually or as a shareholder, director, officer, member, partner, joint venturer, employee or agent of any other Person, engage in the Business (except as an employee or independent contractor of the Buyer or one of its assigns or Affiliates), or in any business which is competitive with the Business, or in any Affiliate Business, anywhere within North America; (ii) solicit any Person who is or was a customer or supplier of the Seller, or who becomes a customer or supplier of the Buyer, its assigns and/or its Affiliates at any time during the Employment Term and Term, for a period (the "Restricted Period") of three (3) years thereafterpurpose of, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control ofengaging in, or act assisting any Person in any advisory or other capacity forengaging in, any Competing Entity business which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or controlcompetes, directly or indirectly, in with the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing EntityBusiness; or (biii) solicit or divert for employment and/or hire any business employee of Seller hired by the Buyer or any customer from other Person who is on the Subsidiary Closing Date, or becomes at any time during the Term, an employee of the Buyer, or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary such person who was employed by Buyer or any Affiliate of its Affiliates at any time during the Subsidiary six (6) months prior to such solicitation or assist any personhiring. Notwithstanding the foregoing, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants nothing contained in this Section 1310.2(a) shall prohibit any Selling Party or any of its, then, in addition to any other remedy which may be available at law his or in equity, the Company and the Subsidiary shall be entitled to her Affiliates from owning not more than an aggregate of two percent (12%) cease or withhold payment or provision of any severance compensation class of stock listed on a national securities exchange or traded in the over-the-counter market; provided that no Selling Party or its, his or her Affiliates is actively engaged in the Business or the Buyer’s business, (B) the individuals listed on Exhibit 10.2-B from engaging in the permitted activities listed on Exhibit 10.2-B, so long as such individuals received prior written approval from the Buyer and benefits to which are not an employee of the Employee is otherwise entitled Buyer or its Affiliates at the time of such engagement, (C) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of ten percent (10%) of any equity securities in a Person engaged in the permitted activities listed on Exhibit 10.2-B, or (D) the individuals listed on Exhibit 10.2-D from owning equity securities pursuant to Section 10(a), the terms and (2) receive reimbursement from the Employee of any lumpconditions as set forth on Exhibit 10.2-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.D.