Common use of Noncompete Clause in Contracts

Noncompete. Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months following the termination of Employee’s employment with the Company, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the payments set forth in Section 5 or 6 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 7 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. Notwithstanding the foregoing, Employee may, without violating this Section 7, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such corporation’s capital stock outstanding.

Noncompete. Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company Companies during the 12 months following the termination of Employee’s employment with the Companyemployment, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s Companies’ trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the payments set forth in Section 5 or 6 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes is in Competition with the Company or is a customer or client any of the Company during the one year period following the Employment Termination Date (“Competition”)Companies or their affiliates; provided, however, that nothing in this Section 7 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Companyemployment, Employee shall be permitted to work for an entity in Competition with the Company Companies whose primary business is not providing products or services competitive with the products or services of the CompanyCompanies, so long Employee does not engage in a business that makes such entity in Competition with the CompanyCompanies. Notwithstanding the foregoing, Employee may, without violating this Section 76, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such corporation’s capital stock outstanding. Further, if the Employee notifies the CEO or the Board in writing about potential employment that may be construed as in Competition, the CEO or Board agrees to consider in good faith whether such potential employment may be construed as in Competition and to notify Employee of its determination in writing or by e-mail within a reasonable period of time.

Noncompete. Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months following the termination of Employee’s employment with the Company, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the payments set forth in Section 5 3 or 6 4 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 7 5 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. Notwithstanding the foregoing, Employee may, without violating this Section 75, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such corporation’s capital stock outstanding.

Noncompete. Employee acknowledges that the nature of the Company’s 's business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months period of one (1) year following the termination of Employee’s 's employment with the Company, then it would be very difficult for Employee not to rely on or use the Company’s 's trade secrets and confidential information. information in connection with that employment. (i) Thus, to avoid the inevitable disclosure of the Company’s 's trade secrets and confidential information, Employee acknowledges and agrees and acknowledges that Employee’s his right to receive the payments set forth severance consideration described in Section 5 or 6 Sections 4.2 and 4.3, above (to the extent Employee is otherwise entitled to such paymentspayments thereunder) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor or having any ownership interested interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that directly competes with the Company or is a customer or client of the Company during and has operations located within a radius of five (5) miles from any lease owned or operated or under evaluation by the one year period following the Employment Termination Date (“Competition”); providedCompany. If Employee engages, howeverinvests, that nothing or otherwise participates in any competitive activity described in this Section 7 4.4(a) , then all severance consideration to which Employee otherwise may be entitled under Section 4.2 and 4.3 above, as applicable, thereupon shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. cease. (ii) Notwithstanding the foregoing, Employee may, without violating this Section 7, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages shall not be deemed to be in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent violation of the total number foregoing restriction solely by reason of shares Employee's owning not more than one percent (1.0%) of such corporation’s capital stock outstandingthe equity securities of any corporation or other business enterprise, the equity securities of which are listed for trading on a national securities exchange.

Noncompete. Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months following the termination of Employee’s employment with the Company, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the payments set forth in Section 5 3 or 6 4 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 7 5 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business [*] following a Sale of the Diesel Business[*]; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. Notwithstanding the foregoing, Employee may, without violating this Section 75, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such corporation’s capital stock outstanding.

Noncompete. Employee acknowledges that the nature of the Company’s 's business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months period of one (1) year following the termination of Employee’s 's employment with the Company, then it would be very difficult for Employee not to rely on or use the Company’s 's trade secrets and confidential information. information in connection with that employment. (i) Thus, to avoid the inevitable disclosure of the Company’s 's trade secrets and confidential information, Employee acknowledges and agrees and acknowledges that Employee’s his right to receive the payments set forth severance consideration described in Section 5 or 6 Sections 5.2 and 5.3, above (to the extent Employee is otherwise entitled to such paymentspayments thereunder) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor or having any ownership interested interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that directly competes with the Company or is a customer or client of the Company during and has operations located within a radius of five (5) miles from any lease owned or operated by the one year period following the Employment Termination Date (“Competition”); providedCompany. If Employee engages, howeverinvests, that nothing or otherwise participates in any competitive activity described in this Section 7 5.4 (a), then all severance payments consideration to which Employee otherwise may be entitled under Section 5.2 and 5.3 above, as applicable, thereupon shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. cease. (ii) Notwithstanding the foregoing, Employee may, without violating this Section 7, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages shall not be deemed to be in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent violation of the total number foregoing restriction solely by reason of shares Employee's owning not more than one percent (1.0%) of such corporation’s capital stock outstandingthe equity securities of any corporation or other business enterprise, the equity securities of which are listed for trading on a national securities exchange.

Noncompete. Employee acknowledges that the nature of the Company’s 's business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months period of one (1) year following the termination of Employee’s 's employment with the Company, then it would be very difficult for Employee not to rely on or use the Company’s 's trade secrets and confidential information. information in connection with that employment. (i) Thus, to avoid the inevitable disclosure of the Company’s 's trade secrets and confidential information, Employee acknowledges and agrees and acknowledges that Employee’s his right to receive the payments set forth severance consideration described in Section 5 or 6 5.4, above (to the extent Employee is otherwise entitled to such paymentspayments thereunder) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor or having any ownership interested interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that directly competes with the Company or is a customer or client of the Company during and has operations located within a radius of twenty (20) miles from any property that is leased, owned, or operated by the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 7 shall prevent Employee from performing services for the acquirer Company as of the Company’s Diesel business following a Sale date of the Diesel Business; provided, further, that following his termination of Employee's employment with the Company. If Employee engages, invests, or otherwise participates in any competitive activity described in this Section 5.5(a), then all severance payments consideration to which Employee otherwise may be entitled under Section 5.4 above, as applicable, thereupon shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. cease. (ii) Notwithstanding the foregoing, Employee may, without violating this Section 7, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages shall not be deemed to be in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent violation of the total number foregoing restriction solely by reason of shares Employee's owning not more than one percent (1.0%) of such corporation’s capital stock outstandingthe equity securities of any corporation or other business enterprise, the equity securities of which are listed for trading on a national securities exchange.

Noncompete. Employee Consultant acknowledges that the nature of the Company’s business is such that if Employee Consultant were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months following the termination of EmployeeConsultant’s employment with the Company, it would be very difficult for Employee Consultant not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee Consultant agrees and acknowledges that EmployeeConsultant’s right to receive the payments set forth in Section 5 or 6 4 (to the extent Employee Consultant is otherwise entitled to such payments) shall be conditioned upon Employee Consultant not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”)) ; provided, however, that nothing in this Section 7 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee Consultant shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee Consultant does not engage in a business that makes such entity in Competition with the Company. Notwithstanding the foregoing, Employee Consultant may, without violating this Section 78, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee Consultant represent less than three percent of the total number of shares of such corporation’s capital stock outstanding. Moreover, Consultant may petition the Company’s Chief Executive Officer for written permission to be employed by an entity in Competition, which permission shall not unreasonably be withheld if, the Chief Executive Officer in his sole discretion, determines that such employment will not unduly compromise the Company.