Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Non-compete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to and in competition with the business of the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period that Employee is employed by Employer and, in of the event Employee terminates his Executive's employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, the Company; or any other agreement to which Employee and Employer are now or hereafter parties, for one (1b) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without without the prior written consent of the Board, during employ or solicit the period that Employee is employment of, or assist others in employing or soliciting the employment of, any individual employed by Employer andthe Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed; provided, (x) however, that the provisions of this Section 12 shall not apply in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under Company materially breaches this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term “Competing Business” event the Executive's employment is terminated "For Cause," the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any business passive investment in a public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that provides or intends the restraints imposed upon him pursuant to provide this Section 12 are necessary for the same or similar services as those provided reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by Employer or any court of competent jurisdiction to be unenforceable by reason of its subsidiaries in any being extended over too great a time, too large a geographic area then served by Employer (which for this purpose only or too great a range of activities, such provision shall be defined as being within one hundred (100) miles of any office or data center currently used or operated deemed to be modified to permit its enforcement to the maximum extent permitted by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporationlaw.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 12 calendar months after the termination of the Executive’s employment (the “Non-compete Period”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to and in competition with the business of the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period that Employee is employed by Employer and, in of the event Employee terminates his Executive’s employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, the Company; or any other agreement to which Employee and Employer are now or hereafter parties, for one (1b) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without without the prior written consent of the Board, during employ or solicit the period that Employee is employment of, or assist others in employing or soliciting the employment of, any individual employed by Employer andthe Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while the Executive was also so employed; provided, (x) however, that the provisions of this Section 12 shall not apply in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under Company materially breaches this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term event the Executive’s employment is terminated “Competing BusinessFor Cause,” the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any business passive investment in a public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that provides or intends the restraints imposed upon him pursuant to provide this Section 12 are necessary for the same or similar services as those provided reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by Employer or any court of competent jurisdiction to be unenforceable by reason of its subsidiaries in any being extended over too great a time, too large a geographic area then served by Employer (which for this purpose only or too great a range of activities, such provision shall be defined as being within one hundred (100) miles of any office or data center currently used or operated deemed to be modified to permit its enforcement to the maximum extent permitted by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporationlaw.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year 9 months thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer's own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox. CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer's customers and prospects. At the Executive's request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee the Executive is employed by Employer and, in the event Employee the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for one (1) year thereafter, Employee the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee the Executive is employed by the Employer and, (x) in the event of the termination of Employeethe Executive’s employment by the Employer with Cause or (y) in the event Employee the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for eighteen one (181) months year thereafter, Employee the Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Parent’s and Employer’s interest in its their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by the Parent and/or the Employer or any of its subsidiaries in any geographic area then served by Employer Parent (which for this purpose only shall be defined as being within one hundred (100) 100 miles of any office or data center currently used or operated by Employer the Parent or any subsidiary of Parent or the Employer). Notwithstanding ) and/or the foregoing, Employee may own up to two percent (2%) Employer or any of the outstanding stock of a publicly held corporationtheir subsidiaries.

Noncompetition and Nonsolicitation. Without (a) During the prior written consent of the BoardRestricted Period, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, neither Principal nor their respective Affiliates shall engage directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer independent contractor, consultant or otherwise, engagein a Competitive Business; provided, participatehowever, assist or invest in any Competing Business that the foregoing shall not prohibit (as hereinafter defined). Without the prior written consent i) ownership by such Principal and his Affiliates of the Board, during the period that Employee is employed by Employer and, (x) less than 5% in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) aggregate of the outstanding publicly-traded common stock of any Person engaged in a Subject Business, whether or not all or any portion of such business is a Competitive Business, (ii) ownership by such Principal and his Affiliates of less than 15% in the aggregate of the outstanding equity securities, whether or not publicly held corporationtraded, of any Person engaged in a Subject Business, whether or not all or any portion of such business is a Competitive Business, (iii) ownership by such Principal and his Affiliates of less than 75% in the aggregate of the equity securities, whether or not publicly traded, of any Person whose total revenues for its most recently completed fiscal year as of immediately prior to the date of determination from a division or business line that is a Competitive Business is less than 10% of such Person’s aggregate consolidated total revenues for such period, (iv) such Principal’s employment with or provision of services to any Person engaged in a Subject Business or (v) ownership of, employment with or performance of services to the Retained Entities so long as the operations of the Retained Entities are limited to the operations conducted or proposed to be conducted by the Retained Entities as of the date hereof including the formation and management of new collective investment vehicles or managed accounts having substantially the same investment objectives as those of such accounts or vehicles managed by such entities at any time after December 1, 2011 but before the date hereof (excluding, for the avoidance of doubt, any operations substantially similar to the Business), so long as, in the case of each of clauses (i) through (iv) above, neither such Principal nor any of his Affiliates is employed with, performing services of any kind to or otherwise exerting influence over the day-to-day operations of, whether or not for compensation, the portion of the Subject Business of such Person that is a Competitive Business.

Noncompetition and Nonsolicitation. Without During the prior written consent of Executive’s employment with the Board, during Corporations and for the period that Employee the Executive is employed by Employer andentitled to receive severance under Section 4(b), in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Corporations); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employerthe Corporations. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s the Corporations’ interest in its their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being financial institution with an office within one hundred (100) miles a 50-mile radius of any office or data center currently used or operated by Employer or any subsidiary of Employer)the Corporations. Notwithstanding the foregoing, Employee (1) the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either Corporation. A “Change in Control” of either Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Corporation or other transaction where the shareholders of the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Corporation.

Noncompetition and Nonsolicitation. Without At any time during the prior written consent Executive's employment with the Employer and (A) in the case of any termination of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his Executive's employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement hereunder pursuant to which Employee and Employer are now or hereafter partiesSection 5(a), for one (1) year thereafter, Employee and (B) in the case of any termination of the Executive's employment hereunder pursuant to Section 5(b) or 5(c), for six (6) months thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without ; (ii) offer to perform or perform business or services of a kind carried on by the prior written consent Employer now or at any time during the Executive's employment by the Employer, or otherwise solicit employment or business from, consult with or accept employment from any of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement's customers, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen Competing Business; (18iii) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iv) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d6(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean (A) from and after July 1, 1999, a business that is competitive with any business that provides or intends to provide which the same or similar services as those provided by Employer or any of its subsidiaries in affiliates conducts or proposes to conduct at any geographic area then served by Employer time during the employment of the Executive, and (B) up to July 1, 1999, a business that is competitive with any business which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer Carnegie or any subsidiary of Employer)its subsidiaries conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporation.corporation which constitutes or is affiliated with a Competing Business. (e)

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 24 calendar months after the termination of the Executive’s employment (the “Non-compete Period”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to and in competition with the business of the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period that Employee is employed by Employer and, in of the event Employee terminates his Executive’s employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, the Company; or any other agreement to which Employee and Employer are now or hereafter parties, for one (1b) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without without the prior written consent of the Board, during employ or solicit the period that Employee is employment of, or assist others in employing or soliciting the employment of, any individual employed by Employer andthe Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while the Executive was also so employed; provided, (x) however, that the provisions of this Section 12 shall not apply in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under Company materially breaches this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term event the Executive’s employment is terminated “Competing BusinessFor Cause,” the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any business passive investment in a public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that provides or intends the restraints imposed upon him pursuant to provide this Section 12 are necessary for the same or similar services as those provided reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by Employer or any court of competent jurisdiction to be unenforceable by reason of its subsidiaries in any being extended over too great a time, too large a geographic area then served by Employer (which for this purpose only or too great a range of activities, such provision shall be defined as being within one hundred (100) miles of any office or data center currently used or operated deemed to be modified to permit its enforcement to the maximum extent permitted by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporationlaw.

Noncompetition and Nonsolicitation. Without During your employment with the prior written consent Company and for 24 months thereafter (such 24 month period referred to herein as the “Non Compete Period”), regardless of the Boardreason for the termination, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one you will not (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent ; (ii) solicit, entice, attempt to persuade any other employee or consultant of the Board, during Company to leave the period that Employee is employed by Employer and, (x) in the event of the termination of EmployeeCompany’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company, provided, however, that the restriction in this sub-section (ii) shall not apply to (a) persons hired via general advertisements and other similar broad forms of Employer’s obligations under this Agreement, solicitation (including through the use of employment agencies) or (b) persons who affirmatively seek employment through no solicitation or enticement on your part; or (iii) solicit or encourage any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employerthe Company. Employee understands You understand that the restrictions set forth in this Section 7(d) 4.D are intended to protect Employerthe Company’s interest in its Confidential Information and established employee, customer employee and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in the world where the Company conducts business which is competitive with any business that provides or intends to provide which the same or similar services as those provided by Employer Company or any of its subsidiaries affiliates conducts or proposes to conduct at any time during your employment to the extent you were aware of such plans, including, but in no way limited to any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer)internet-based retail business focused on home-related products. Notwithstanding the foregoing, Employee (a) you may own up to two percent (2%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business (b) you may invest in early stage e-commerce entities and investment funds which hold equity interests in a Competing Business, provided, however, that the aggregate amount of any such investment in any such early stage e-commerce entity shall not exceed $500,000 and your aggregate direct and indirect equity interest in any such entity shall at no time exceed ten percent (10%); and (c) you may invest in venture capital, private equity, mutual or similar investment funds that invest in Competing Businesses, provided, that you do not control any such fund and are not otherwise involved in the investment decision process of any such fund.

Noncompetition and Nonsolicitation. Without During the prior written consent of Term and for 12 months thereafter (the Board“Restricted Period”), during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Company); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employerthe Company. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect Employerthe Company’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in world which is competitive with any business that provides or intends to provide which the same or similar services as those provided by Employer Company or any of its subsidiaries is then conducting or is actively considering conducting at the applicable time of determination, provided however, a business shall not be deemed a “Competing Business” merely because it engages in online advertising, online sales or online advertising related syndication. Executive acknowledges and agrees that if he violates any geographic area then served of the provisions of this Section 7, the running of the Restricted Period will be extended by Employer (the time during which for he engages in such violations. Executive understands that his obligations under this purpose only shall be defined as being within one hundred (100) miles Section 7 will continue in accordance with its express terms regardless of any office changes in title, position, duties, salary, compensation or data center currently used benefits or operated other terms and conditions of employment. Executive further understands that his obligations under this Section 7 will continue following the termination of employment regardless of the manner of such termination. Executive expressly consents to be bound by Employer the provisions of this Section 7 for the benefit of the Company or any subsidiary parent, subsidiary, successor or permitted assign to whose employ Executive may be transferred in accordance with the terms and conditions hereof without the necessity that this Section 7 be resigned at the time of Employer)such transfer. Notwithstanding the foregoing, Employee the Executive may own up to two percent (2%) of the outstanding stock securities of a publicly held corporationentity which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 9 months thereafter , the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without For a period from the date of this Agreement through the termination of my Employment with Employer and for a period from the termination of my Employment with Employer through the last day of the month in which I cease receiving cash severance benefits based on the amount of my base salary prior to termination of my Employment with Employer, I hereby agree that, regardless of the reason for termination, without obtaining the prior written consent of the BoardEmployer, during the period that Employee is employed by Employer andI will not, in the event Employee terminates his employment with Employer for nor will any reason other than as a result of a material breach by Employer my affiliates or representatives, (a) on my own behalf, on behalf of any of Employer’s obligations under this Agreementother party, circumvent, interfere with, or assist any other agreement to which Employee and Employer are now party in circumventing, or hereafter partiesinterfering with the business of the Company; (b) own, for one (1) year thereaftermanage, Employee will notoperate, finance, conduct business, engage, directly or indirectly, whether alone or as ownergreater than a 2% shareholder, partner, shareholderofficer, consultant, agentdirector, employee, co-venturer consultant or otherwiseadvisor, engage, participate, assist or invest otherwise in any Competing Business (as hereinafter defined). Without way participate in or become associated with, any other business that is competitive with the prior written consent business of the BoardCompany; (c) solicit, attempt to solicit business, do business with, accept or divert business from or otherwise interfere with the Company’s relationship with any person (i) which, during the period that Employee is employed by Employer and, (x) in the event time of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his my employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreementwas an investor, or any other agreement to which Employee and Employer are now or hereafter partieslender, for eighteen (18) months thereafterclient, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its had a business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(dCompany or (ii) are intended to protect Employerwhich the Company had made a proposal or presentation within the nine-month period prior to my termination of employment; and (d) employ or solicit for employment any employee of the Company, induce any employee of the Company to terminate such employee’s interest in its Confidential Information and established employeeemployment with the Company or offer employment to anyone the Company hires, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, or hire any person whom I know the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer)Company has offered employment. Notwithstanding the foregoingforegoing sentence, Employee Employer expressly acknowledges that I may own up to two percent (2%) accept employment with a large multi-unit employer that possesses a unit that engages in business that is competitive with the business of the outstanding stock Company; provided, that I do not work in or with, or give advice to, the unit engaged in the business that is competitive with the business of the Company, and provided further that I notify the Company in writing no later than the third day after I accept an offer of employment from the non-competing unit of such a publicly held corporationmulti-unit employer.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee Executive is employed by Employer and, in the event Employee Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Executive and Employer are now or hereafter parties, for one (1) year thereafter, Employee Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee Executive is employed by Employer and, (x) in the event of the termination of EmployeeExecutive’s employment by Employer with Cause or (y) in the event Employee Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Executive and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee Executive understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee Executive may own up to two percent (2%) of the outstanding stock of a publicly publicly-held corporation.corporation and it is hereby acknowledged and agreed that Executive may own five percent (5%) or more of the outstanding stock of FTE Networks, Inc.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee the Executive is employed by Employer and, in the event Employee the Executive terminates his her employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer’s 's obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for one six (16) year months thereafter, Employee the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee the Executive is employed by the Employer and, (x) in the event of the termination of Employee’s the Executive's employment by the Employer with Cause or (y) in the event Employee the Executive terminates his her employment with the Employer for any reason other than for Good Reason or as a result of a material breach by the Employer of any of the Employer’s 's obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for eighteen twelve (1812) months thereafter, Employee the Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Employer’s 's interest in its their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean any business that provides or intends to provide the same or similar services as those provided by the Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) 100 miles of any office or data center currently used or operated by the Employer or any subsidiary of the Employer)) and/or the Employer or any of their subsidiaries. Notwithstanding the foregoing, Employee the Executive may own up to two percent (2%) of the outstanding stock of a publicly publicly-held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year 9 months thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNet (CBS Interactive), IDG, United Business Media, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo, Netline, Xxxxxx, Ziff Xxxxx Enterprise Media, and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without (a) For a period of 42 months following the prior written consent of Closing, the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Seller and Employer are now or hereafter parties, for one (1) year thereafter, Employee will its subsidiaries shall not, directly or indirectly, whether as ownerwithin the continental United States carry on, partnerbe engaged in, shareholderor own any interest or otherwise participate in or assist any other entity which carries on or is engaged in, consultant, agent, employee, co-venturer any business that involves providing mail delivery services by highway transportation on a long- term (greater than two years) contractual basis for the United States Postal Service (a "Competing Business"); provided that (i) such limitation shall not prohibit the Seller or otherwise, engage, participate, assist or invest its subsidiaries from owning not more than 5% of any class of securities of any entity engaged in any a Competing Business (any such entity, a "Competitive Target") and (ii) such limitation shall not prohibit the Seller or its subsidiaries from acquiring a Competitive Target so long as hereinafter defined). Without (A) if the prior written consent percentage of the Boardgross revenues (for the 12-month period immediately preceding the date of the proposed acquisition) (the "Revenue Percentage") generated by the Competing Business component of the Competitive Target is equal to or less than 25%, during the period Seller provides a written notice to the Company within 30 days after completion of the proposed acquisition which includes a calculation in reasonable detail supporting the Revenue Percentage calculation; and (B) if the Revenue Percentage generated by the Competing Business component of the Competitive Target is greater than 25%, the Seller provides a written notice (the "Acquisition Notice") to the Company at least thirty (30) days prior to the consummation of the proposed acquisition and the Company does not notify the Seller within ten (10) days after the delivery of the Acquisition Notice that Employee is employed by Employer it would like to pursue an acquisition of the Competitive Target. If the Company provides such a notice, the Company shall have the exclusive right to pursue an acquisition of the Competitive Target and, (x) in to the event extent it is permitted to do so, the Seller shall assign any and all of its rights to acquire the Competitive Target to the Company. If the Seller cannot assign its rights to any such acquisition to the Company, the Seller shall not consummate such acquisition. If the Company has not elected to pursue an acquisition of the termination Competitive Target, the Seller shall have the exclusive right to consummate the acquisition of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result Competitive Target within six months after the delivery of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement the Acquisition Notice. Notwithstanding anything to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth contrary contained in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee5.5(a), customer and supplier relationships and goodwill, and agrees that if the Seller does not consummate the acquisition of the Competitive Target within such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreementsix-month period, the term “Competing Business” shall mean any business that provides or intends opportunity to provide acquire such Competitive Target will be reoffered to the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for Company pursuant to this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of EmployerSection 5.5(a). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year 6 months thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer's own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox. CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer's customers and prospects. At the Executive's request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer's own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox. CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer's customers and prospects. At the Executive's request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without For period of ten years from and after the prior written consent Completion Date, the Seller will not engage directly or indirectly in all or any portion of the BoardBusiness as conducted or proposed to be conducted by the Seller Group as of the Completion Date, during including the period that Employee is employed by Employer andresearch and development of technologies to grow, differentiate, purify, and use adult and embryonic stem cells, whether for the development of therapeutics or to permit the generation of highly purified stem cells and their differentiated progeny for use in genetic, pharmacological and toxicological screens, or otherwise, in the event Employee terminates his employment with Employer for any reason other than as Restricted Territories. For a result period of a material breach by Employer of any of Employer’s obligations under this Agreementone year from and after the Completion Date, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee the Seller will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer (i) solicit for employment any employee of either the Acquired Group or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer andPurchaser, (xii) in solicit for employment any Person whose employment with the event of the Acquired Group was terminated within six months prior to such solicitation and such termination of Employee’s employment was not initiated by Employer with Cause Purchaser, or (yiii) in the event Employee terminates otherwise induce or attempt to induce any such Person to terminate his employment with Employer the Acquired Group or Purchaser (as the case may be). The Seller also agrees that it will not, for a period of five years from and after the Completion Date, either for itself or another Person, solicit, induce or entice any reason other than of the Acquired Group’s or Purchaser’s (as a result the case may be) Affiliates, customers, clients, or patrons, including, but not limited to, those upon whom the Acquired Group solicited, catered to or with whom the Acquired Group or its Representatives became acquainted with prior to the Completion, to cease doing business with the Acquired Group or Purchaser (as the case may be). If the final judgment of a material breach by Employer court of competent jurisdiction declares that any term or provision of Employer’s obligations under this AgreementSection 7.12 is invalid or unenforceable, the Parties hereto agree that the court making the determination of invalidity or unenforceability will 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 other agreement invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to which Employee and Employer are now expressing the intention of the invalid or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly unenforceable term or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employerprovision, and also this Agreement will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that be enforceable as so modified after the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) expiration of the outstanding stock of a publicly held corporationtime within which the judgment may be appealed.

Noncompetition and Nonsolicitation. Without The Seller covenants and agrees that, commencing on the prior written consent Closing Date and ending on the fifth anniversary of the BoardClosing Date, during the period that Employee is employed by Employer andSeller shall not, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employerand shall cause Seller’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will notSubsidiaries not to, directly or indirectly, whether as ownerform, partneror obtain any direct or indirect ownership interest in, shareholderany legal entity, consultantincluding, agentbut not limited to any bank, employeemortgage company, co-venturer or otherwiseother financial institution, engagethat has a headquarters, participate, assist branch or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer physical facility within 25 miles of any of Employerthe Bank’s obligations under this Agreement, current main office or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen branch locations (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employerthe “Market Area”). Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, The Seller covenants and agrees that such restrictions are reasonable that, commencing on the Closing Date and appropriate for this purpose. For purposes ending on the second anniversary of this Agreementthe Closing Date, the term “Competing Business” Seller shall mean not and shall cause its Subsidiaries not to (1) induce or attempt to induce any business that provides current or intends to provide prospective customers or clientele of the same or similar services as those provided by Employer Bank or any of its subsidiaries affiliates to reduce the current or prospective business such customer or clientele has with the Bank or any of its affiliates; or (2) solicit or attempt to solicit any employee of the Bank or any of its affiliates to leave the employ of the Bank or any of its affiliates, hire any such employee, or otherwise interfere in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer way with the relationship between the Bank or any subsidiary of Employer)its affiliates and their respective employees. Notwithstanding Nothing contained herein shall preclude Seller or its Subsidiaries from (a) placing advertisements of general circulation or distribution which are not targeted to persons within the foregoing, Employee may own up to two percent Market Area or (2%b) from soliciting business from any customers of the outstanding stock Bank who are customers of a another Subsidiary of Seller as of the Closing Date or who, without violation of this Section 5.14, become customers of Seller or another Subsidiary of Seller after the Closing Date. Further, nothing contained herein shall restrict any bank holding company or similar entity (an “Acquiror”) which acquires control of Seller by merger or otherwise to continue to operate any of Acquirors facilities in existence on the date such Acquisition was publicly held corporationannounced.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 12 calendar months after the termination of the Executive’s employment (the “Non-compete Period”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to and in competition with the business of the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period that Employee is employed by Employer and, in of the event Employee terminates his Executive’s employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, the Company; or any other agreement to which Employee and Employer are now or hereafter parties, for one (1b) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without without the prior written consent of the Board, during employ or solicit the period that Employee is employment of, or assist others in employing or soliciting the employment of, any individual employed by Employer andthe Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while the Executive was also so employed; provided, (x) however, that the provisions of this Section 12 shall not apply in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under Company materially breaches this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term event the Executive’s employment is terminated “Competing BusinessFor Cause,” the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any business passive investment in a public company, or where she is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in her being obligated or required to devote any managerial efforts. The Executive agrees that provides or intends the restraints imposed upon her pursuant to provide this Section 12 are necessary for the same or similar services as those provided reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by Employer or any court of competent jurisdiction to be unenforceable by reason of its subsidiaries in any being extended over too great a time, too large a geographic area then served by Employer (which for this purpose only or too great a range of activities, such provision shall be defined as being within one hundred (100) miles of any office or data center currently used or operated deemed to be modified to permit its enforcement to the maximum extent permitted by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporationlaw.

Noncompetition and Nonsolicitation. Without During the prior written consent term of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Agreement and Employer are now or hereafter parties, for one (1) year thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any jurisdiction where the Employer and/or its affiliates conduct such business as of the date Executive’s employment terminates, and shall be deemed to include, without limitation, any business that provides activity or intends to provide jurisdiction which is covered by or included in a written proposal or business plan existing on the same or similar services as those provided by date of the termination of the Executive’s employment with the Employer, which is competitive with any business which the Employer or any of its subsidiaries in affiliates conducts or proposes to conduct at any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles time during the employment of any office or data center currently used or operated by Employer or any subsidiary of Employer)the Executive. Notwithstanding the foregoing, Employee (i) the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business, and (ii) the companies listed on Exhibit B hereto shall not be deemed to be a Competing Business.

Noncompetition and Nonsolicitation. Without During the prior written consent of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Term and Employer are now or hereafter parties, for one (1) year thereafterthereafter (or during the Termination Benefits Period, Employee if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer; PROVIDED, HOWEVER, that the foregoing one-year restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean a business (other than Xxxxxxxxxxxx & Xxxxxxxx, Inc.) conducted anywhere in the State of New Hampshire which is competitive with any business that provides or intends to provide which the same or similar services as those provided by Employer or any of its subsidiaries in affiliates conducts or proposes to conduct at any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles time during the employment of any office or data center currently used or operated by Employer or any subsidiary of Employer)the Executive. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without (a) During the prior written consent of the BoardRestricted Period, during the period that Employee is employed by Employer andeach Seller Party shall not, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement and Seller Parent shall cause each Seller Parent Subsidiary to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer engage in or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreementoperate, or acquire, manage or control any other agreement to which Employee Person engaged in, the business of purchasing Consumer Leads from Persons who are not Seller Parent Subsidiaries, who generate the Consumer Leads on the internet, and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from reselling such Consumer Leads directly or indirectly employing, attempting to employ, recruiting any automotive vehicle manufacturer or otherwise soliciting, inducing or influencing to any person to leave employment with Employer, new and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer)automotive vehicle dealer. Notwithstanding the foregoing, Employee the Seller Parent and Seller Parent Subsidiaries shall not be restricted from (i) generating Consumer Leads on or through websites owned by, or operated exclusively on behalf of, Seller Parent and/ or any Seller Parent Subsidiary, or from taking actions to drive traffic to such websites in order to generate Consumer Leads, including through internet advertising or paying an internet traffic coordinator or similar person, and then reselling or otherwise distributing such Consumer Leads directly to new and used automotive vehicle dealers (whether or not owned or operated by Seller Parent) or to Purchaser, or (ii) purchasing or otherwise acquiring Consumer Leads from Persons who are not Affiliates of Seller Parent and reselling or otherwise distributing such Consumer Leads to Purchaser or to new and used automotive vehicle dealers that are owned or operated by any Seller Parent Subsidiary. At the option of Seller Parent, exercisable in its sole and absolute discretion by thirty (30) days' prior written notice to Purchaser, the Restricted Period may own up to two percent (2%be shortened, and the restrictive covenants in this Section 5.4(a) thereby terminated early, on any day on or after the second anniversary of the outstanding stock Closing Date, in exchange for a cash payment to be made by Seller Parent to Purchaser in the amount of a publicly held corporationTwo Million Five Hundred Dollars ($2,500,000). This early termination of the restrictive covenants in this Section 5.4(a) will be effective upon expiration of such thirty (30)-day notice period and is conditioned upon Purchaser's receipt of Seller Parent's Two Million Five Hundred Dollars ($2,500,000) payment, which will be made by wire transfer of immediately available funds to Purchaser on or before the expiration of such thirty (30)-day notice period. If Seller Parent does not elect to shorten the Restricted Period, then Seller Parent shall have no obligation to pay such Two Million Five Hundred Dollars ($2,500,000) to Purchaser and the Restricted Period will continue to run until the third anniversary of the Closing Date.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee the Executive is employed by Employer and, in the event Employee the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for one six (16) year months thereafter, Employee the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee the Executive is employed by the Employer and, (x) in the event of the termination of Employeethe Executive’s employment by the Employer with Cause or (y) in the event Employee the Executive terminates his employment with the Employer for any reason other than for Good Reason or as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, for eighteen twelve (1812) months thereafter, Employee the Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Employer’s interest in its their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by the Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) 100 miles of any office or data center currently used or operated by the Employer or any subsidiary of the Employer)) and/or the Employer or any of their subsidiaries. Notwithstanding the foregoing, Employee the Executive may own up to two percent (2%) of the outstanding stock of a publicly publicly-held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year 9 months thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee Executive is employed by Employer and, in the event Employee Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Executive and Employer are now or hereafter parties, for one (1) year thereafter, Employee Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee Executive is employed by Employer and, (x) in the event of the termination of EmployeeExecutive’s employment by Employer with Cause or (y) in the event Employee Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Executive and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee Executive understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee Executive may own up to two percent (2%) of the outstanding stock of a publicly publicly-held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent of the BoardTerm, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafterthereafter (or during the Termination Benefits Period, Employee if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Xxxxxxxx or PNB (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with EmployerXxxxxxxx or PNB; provided, however, that the restrictions set forth in the foregoing sentence shall not apply in the event that the Executive's employment under this Agreement is terminated pursuant to Section 7(c) ("Termination by the Employer Without Cause"). Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s 's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in the State of New Hampshire which is competitive with any business that provides or intends to provide the same or similar services as those provided by Employer which Xxxxxxxx, PNB, or any of its subsidiaries in the affiliates of either of them conducts or proposes to conduct at any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles time during the employment of any office or data center currently used or operated by Employer or any subsidiary of Employer)the Executive. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business. Notwithstanding the foregoing, in the event that the Executive becomes entitled to Termination Benefits pursuant to Section 7(f) ("Termination Following a Change of Control"), this Section 8(d) shall not apply to the Executive with respect to the Executive's activities during any period following the termination of the Executive's employment.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during During the period that Employee is employed by Employer andbeginning on the Closing Date and ending on the*******************thereof, in neither the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or Seller nor any of its subsidiaries Affiliates shall engage in the Institutional Trust and Custody Business. During the period beginning on the Closing Date and ending on the*******************thereof, neither the Seller nor any geographic area then served by Employer (which of its Affiliates shall solicit any customers of the Business set forth on the Schedule of 1997 Noninterest Income, the Preliminary Schedule of Noninterest Income or Final Schedule of Noninterest Income, in each case, for this purpose only shall be defined as being within one hundred (100) miles the provision of any office or data center currently used or operated by Employer or any subsidiary of Employer)Institutional Trust and Custody Business services. Notwithstanding the foregoing, Employee may own up to two percent (2%) however, the agreement of the outstanding stock Seller not to engage in the Institutional Trust and Custody Business in the United States for a period of a publicly held corporation**************after the Closing Date shall not apply to (a) any institution that acquires the Seller or any of Seller's Affiliates; (b) any institution resulting from any merger of the Seller or any of Seller's Affiliates with or into any institution or (c) any institution that is acquired by the Seller or any of Seller's Affiliates; provided, however, that such institution that acquires, merges with, or is acquired by the Seller shall not, during such ****************, solicit nor bid for the business of any Original Clients for the provision of Institutional Trust and Custody Services; provided, further, however, that such institution shall be permitted to engage in general marketing campaigns not specifically targeted to Original Clients with respect to the provision of Institutional Trust and Custody services. Notwithstanding the foregoing, nothing in this Section 12.7 shall prohibit the Seller or its Affiliates from engaging in the Excluded Businesses. During the period beginning on the Closing Date or applicable Transfer Date, with respect to Offered Employees, and on the Closing Date, with respect to other employees of Buyer, and ending on the********************from such foregoing applicable dates, neither Seller nor any of its Affiliates shall solicit any of the Offered Employees or any of Buyer's other employees who remain employed by CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Buyer during such time, as the case may be, to accept employment with Seller or any of its Affiliates; provided, however, that after the Closing Date, Seller shall be permitted to solicit for employment any Transferred Employee who shall be terminated by Buyer; provided, further, however, that, from and after the date of hire by Seller pursuant to this Section 12.7, Buyer shall have no obligation to pay separation benefits to any Transferred Employee pursuant to Section 8.4(b) who shall be terminated by Buyer and who shall become an employee of Seller.

Noncompetition and Nonsolicitation. Without (a) Except if terminated by the prior written consent Corporation without "cause" or if terminated by the Employee with "Good Reason," the Employee agrees, to the extent permitted by law, that neither he nor any entity in which he may be interested as a partner, trustee, director, officer, employee, shareholder, option holder, lender of the Boardmoney or guarantor (each, an "Employee Affiliate"), during the period that Employee is employed by Employer and, in the event Employee terminates his Employee's employment with Employer for any reason other than as a result the Corporation and during the period terminating on the earlier to occur of a material breach by Employer the one year anniversary of any the termination of Employer’s obligations under this Agreementthe Employment Period or the one year anniversary of the termination the Employee's employment with the Corporation, whether or any other agreement not subsequent to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will notthe termination of the Employment Period, directly or indirectly, whether as ownerown, partnermanage, shareholderoperate, consultantjoin or control, agentor participate in the ownership, employeemanagement, co-venturer operation or otherwisecontrol of, engageor be a director or employee of, participateor a consultant to, assist any business, firm or invest corporation which is conducting any business which competes in any Competing Business (as hereinafter defined). Without substantial respect with the prior written consent business of the BoardCorporation or an Affiliated Entity as conducted at the date of termination, during including, without limitation, the period that Employee is employed business of international long distance telecommunication services engaged in by Employer and, (x) the Corporation or any Affiliated Entity in any country where the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this AgreementCorporation, or any other agreement to which Employee and Employer are now or hereafter partiesAffiliated Entity, for eighteen (18) months thereafterconducts such business at any time during the Employment Period; provided, Employee will refrain from directly or indirectly employinghowever, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes provisions of this Agreement, Article V shall not apply to investments by the term “Competing Business” Employee in shares of stock registered under the Securities Exchange Act of 1934 which shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within constitute less than one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (21%) of the outstanding stock shares of such class of stock; and, provided, further, that, subject to the Corporation's written approval, which approval shall not be unreasonably withheld, the Employee shall be entitled to be a publicly held corporationconsultant to a business which may compete in substantial respect with the business of the Corporation if such competing business is in a geographic location where the Corporation does not conduct significant business at such time. It is understood and agreed that any opportunity directly or indirectly related to any business engaged in by the Corporation or any Affiliated Entity in any country where the Corporation or any Affiliated Entity conducts such business at any time during the Employment Period shall be deemed a corporate opportunity and the Employee shall promptly make such opportunity available exclusively to the Corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent of Consulting Period, the BoardConsultant agrees not to directly or indirectly engage in any business which competes with the Business, during the period that Employee is employed by Employer and, as defined in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Asset Purchase Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent business of the Board, Company as conducted during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purposeConsulting Period. For the purposes of this Agreement, a business will be deemed competitive if it is conducted in whole or in part in the term “Competing Business” shall mean Noncompetition Region (defined below) and it involves manufacturing, distributing or otherwise dealing with or in any business product that provides or intends to provide is the same as or similar services to those produced, manufactured, distributed or otherwise dealt in or that were the results of research and development by QMP being acquired, as those provided described in the Asset Purchase Agreement or by Employer the Company from time to time prior to and during the Consulting Period. The Consultant will be deemed to engage in a business if he participates in such business as a stockholder, director, member, manager, officer, employee, manufacturer's representative, agent, independent contractor, consultant, partner or any individual proprietor, or as an investor (whether directly or beneficially) who has advanced a loan, contributed to capital or expended funds for the purchase of its subsidiaries stock or other equity interest; provided, however, that nothing herein contained shall prevent the Consultant from purchasing and owning stock in a public corporation in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two amount less than five percent (25%) of the issued and outstanding stock of a publicly held such corporation. Except as provided in the Asset Purchase Agreement, during the Consulting Period, the Consultant also agrees not to directly or indirectly, solicit any employees of the Company who are employed by the Company during the Consulting Period or who were employed by QMP as of the Closing Date, as defined in the Asset Purchase Agreement, to leave the Company's employment or solicit business from any customers or suppliers of the Company who transact or propose the transaction of business with the Company during the Consulting Period. The Noncompetition Region means the states of Massachusetts, Washington, Oregon, California, Colorado, Texas, Nebraska, Kansas, Oklahoma, Minnesota, Wisconsin, Iowa, Illinois, Arkansas, Michigan, Indiana, Kentucky, Tennessee, Alabama, Georgia, Florida, South Carolina, North Carolina, Virginia, West Virginia, Ohio, Maryland, Pennsylvania, New Jersey, New York, Connecticut, Maine and New Hampshire.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of one year thereafter , the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without (a) Xxxxxxx Xxxxxxxx and Xxxx Xxxxx (each a “Restricted Seller,” and together the prior written consent of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties“Restricted Sellers”) each hereby agrees that, for one a period of three (13) year thereafteryears following the Closing Date (the “Noncompete Period”), Employee will such Restricted Seller shall not, directly or indirectly, whether engage in, or be associated in any way with or have any direct or indirect interest of any nature whatsoever in any business that engages in the formulation, design, development, manufacture, production, sale, distribution, licensing or other disposition (at wholesale or retail, on commission or otherwise) anywhere in any of the geographical areas where the Acquired Companies currently conduct business of any products or services which are competitive with any products or services developed or under development by, manufactured, produced, sold, licensed or otherwise distributed or provided by any of the Acquired Companies as ownerof the Closing Date (a “Competitive Business”). Without limiting the generality of the foregoing, each Restricted Seller agrees that, during the Noncompete Period, such Restricted Seller shall not, directly or indirectly: (i) own, manage, operate, join, control or participate in any way in, or be connected as an officer, employee, representative, agent, consultant, independent contractor, advisor, partner, shareholderdirector, consultanttrustee, agentstockholder, employeemember, co-venturer investor, lender, creditor, guarantor or otherwise, engage, participate, assist or invest otherwise in any Competing Business manner with, any Competitive Business; or (as hereinafter defined). Without the prior written consent ii) call upon, solicit, divert, attempt to solicit or divert, or conduct or carry on any business with any of the Boardformer customers, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause current customers or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer potential customers of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, the Acquired Companies for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles benefit of any office or data center currently used or operated by Employer or any subsidiary of Employer)Competitive Business. Notwithstanding the foregoing: (A) it is understood and agreed that the Restricted Seller’s service as members of the Board of Directors of Xxxxx Xxxx, Employee may own up to two Inc. (and, for no longer than six (6) months at a time, Xx. Xxxxx’x potential participation in the operations of Xxxxx Xxxx, Inc.) shall not be considered a violation of the provisions of this Section 5.16(a); (B) nothing herein shall prohibit a Restricted Seller from owning for investment purposes less than one percent (21%) of the outstanding capital stock of any company engaged in a publicly held corporationCompeting Business with securities traded on a nationally recognized securities exchange; (C) it is understood and agreed that Xx. Xxxxx’x passive direct and indirect investments in portfolio companies of Highlander, his employment at Highlander and his participation in Highlander’s profits shall not be considered a violation of the provisions of this Section 5.16(a) so long as he is not providing services to a Competitive Business (except as permitted by clause (A); (D) it is understood and agreed that Xx. Xxxxxxxx’x and Xx. Xxxxx’x stock and other ownership interests in Xxxxx Xxxx, Inc. shall not be considered violations of the provisions of this Section 5.16(a) and (E) nothing herein shall prohibit Xx. Xxxxxxxx from owning for investment purposes ownership interests in Spring Creek Holdings.

Noncompetition and Nonsolicitation. Without (a) For the prior written consent Non-Competition Period (as defined below), each Seller listed on Annex V hereto, severally agrees that neither such Seller nor any Affiliate of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, such Seller shall engage directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer consultant or otherwise, engage, participate, assist or invest in any Competing business activity that is competitive with the Design & Manufacturing Business (as hereinafter defined). Without it is conducted on the prior written consent Closing Date; provided, that a Seller will not be deemed so engaged solely by reason of being the owner of less than 5% of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer outstanding stock of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purposepublicly-traded corporation. For purposes of this Agreementcovenant, the term phrase “Competing competitive with the Design & Manufacturing Business” shall mean any business that provides designs or intends to provide manufactures radio frequency, microwave or millimeter wave components and subsystems for defense or commercial applications that are competitive with any product being offered for sale by the same Design & Manufacturing Business as of the Closing Date or similar services that is in development by the Design & Manufacturing Business as those provided by Employer of the Closing Date. For the Non-Competition Period, each Seller severally agrees that it shall not and shall not permit, cause or encourage any of its subsidiaries such Seller’s Affiliates to, directly or indirectly as an owner, employee, consultant or otherwise, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of other manner persuade or attempt to persuade, any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) Person who is an employee of the outstanding stock Company or the Buyer to leave the employ of a publicly held corporation.the Company or the Buyer, except that the New Services Entity shall have the right to offer employment to and hire Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx, current employees of the Company, and the New Services Entity shall have the right to offer employment to Xxx Xxxxxx, at the time and subject to the conditions of (including the consent of the Buyer where required) the Transition Services Agreement. For purposes of this Section 6.4, “

Noncompetition and Nonsolicitation. Without During the prior written consent term of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee Agreement and Employer are now or hereafter parties, for one (1) year thereafter, Employee the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any jurisdiction where the Employer and/or its affiliates conduct such business as of the date Executive’s employment terminates, and shall be deemed to include, without limitation, any business that provides activity or intends to provide jurisdiction which is covered by or included in a written proposal or business plan existing on the same or similar services as those provided by date of the termination of the Executive’s employment with the Employer, which is directly competitive with any business which the Employer or any of its subsidiaries in affiliates conducted at any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles time during the employment of any office or data center currently used or operated by Employer or any subsidiary of Employer)the Executive. Notwithstanding the foregoing, Employee (i) the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business, and (ii) the companies listed on Exhibit B hereto shall not be deemed to be a Competing Business.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (x) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Employer, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the restrictions set forth in this Section 7(d) are intended to protect Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the outstanding stock of a publicly publicly-held corporation.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 6 months thereafter , the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without During the prior written consent Term and for a period of 9 months thereafter , the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one Executive (1i) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of the Board, during the period that Employee is employed by Employer and, ; (xii) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer, ); and also (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business of the following: a media company that provides publishes technology-related content or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries operates technology-related events and, in any geographic area then served case, derives its revenue from selling products and services similar to products and services offered by the Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer); CNET, IDG, Accela Communications, CMP, Ziff Xxxxx, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, Xxxx Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or entities maybe deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, Employer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, Employee the Executive may own up to two one percent (21%) of the outstanding stock of a publicly held corporationcorporation which constitutes or is affiliated with a Competing Business.