Common use of Noncompetition Covenant Clause in Contracts

Noncompetition Covenant. (a) You acknowledge and recognize that during the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize that the relationships with vendors, agents and customers of the Company that you have developed prior to the date hereof and those that you will maintain or develop during the Employment Period with the use and assistance of the Company and its properties and assets are of special and unique value to the Company and its affiliates and that the Company would find it extremely difficult to replace you. Accordingly, in consideration of the premises contained herein and the consideration you will receive hereunder (including, without limitation, the severance compensation described in Section 9(b)(ii), if applicable), without the prior written consent of the Company, you shall not, at any time during the Employment Period and the period beginning on the effective date of any termination of your employment with the Company and its subsidiaries and ending on the third anniversary thereof, (a) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (b) assist others in engaging in any Competing Business in the manner described in clause (a) above, (c) induce other employees of the Company, PMT or any of their respective subsidiaries to terminate their employment with the Company or any of their respective subsidiaries or to engage in any Competing Business or (d) induce any customer, vendor or agent or any other person or entity with which the Company or any subsidiary or affiliate thereof has a business relationship, contractual or otherwise, to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to your ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.

Noncompetition Covenant. (a) You acknowledge The Executive acknowledges and recognize recognizes that during the Employment Period you the Executive will be privy to Confidential Information. You The Executive further acknowledge acknowledges and recognize recognizes that the relationships with vendors, agents suppliers and customers of the Company that you have developed prior to the date hereof and those that you Executive will maintain or develop during the Employment Period with the use and assistance of the Company and its properties and assets are of special and unique value to the Company and its affiliates and that the Company would find it extremely difficult to replace youthe Executive. Accordingly, in consideration of the premises contained herein and the consideration you the Executive will receive hereunder (including, without limitationand subject to the terms hereof, the severance compensation described in Section 9(b)(ii), if applicable), without the prior written consent of the Company, you shall Executive will not, at any time during the Employment Period period commencing on the Commencement Date and ending on the period beginning on first year's anniversary of the effective date of any termination of your the Executive's employment with the Company and its subsidiaries and ending on the third anniversary thereofsubsidiaries, (aA) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, a director, ownerofficer, employee, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, (bB) assist others in engaging in any Competing Business in the any capacity or manner described in clause (aA) above, (cC) induce other employees any employee of the Company, PMT Company or any of their respective its subsidiaries to terminate their his employment with the Company or any of their respective its subsidiaries or to engage in any Competing Business in any manner or capacity described in clause (A) above, or (dD) induce any customer, vendor or agent or any other person or entity with whom or which the Company or any subsidiary or affiliate thereof has a business relationship, contractual or otherwise, to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to your the Executive's ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer. Notwithstanding any language to the contrary elsewhere herein, this covenant will not take effect if the Company terminates the Executive without cause.

Noncompetition Covenant. For a period of twelve (a12) You acknowledge and recognize months following the last day of my employment, I agree to not, anywhere within the Restricted Area acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company) provide services to a Competing Business that during relate to any aspect of the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize that the relationships with vendors, agents and customers Business of the Company (the “Noncompetition Covenant”). The foregoing shall not be construed to preclude me from (i) owning up to one percent (1%) of the outstanding stock of a publicly held corporation that you have developed prior constitutes or is affiliated with a Competing Business, or (ii) becoming a shareholder, partner, contractor, agent, member, employee or otherwise of a private equity, venture capital or other investment firm, and providing services in connection therewith. The foregoing shall, however, be construed to specifically prevent me from (x) acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company) anywhere within the date hereof and those that you will maintain or develop Restricted Area, during the Employment Period period of your relationship with the use Company and assistance for a period of twelve (12) months following termination of your relationship with Company (for any reason other than referenced below in section (b)), and (y) providing services that relate to any aspect of the Business of the Company and its properties and assets are of special and unique value to the Company and its affiliates and for any private equity, venture capital or other investment firm that the Company would find it extremely difficult to replace you. Accordingly, in consideration of the premises contained herein and the consideration you will receive hereunder (including, without limitation, the severance compensation described in Section 9(b)(ii), if applicable), without the prior written consent of the Company, you shall not, at any time during the Employment Period and the period beginning on the effective date of any termination of your employment with the Company and its subsidiaries and ending on the third anniversary thereofsuch twelve (12) month period, (a) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant has investments in any Competing Business; provided that I may work for a division, (b) assist others entity or subgroup of any companies that engage in engaging in any a Competing Business in the manner described in clause (aa “Separate BU”) above, (c) induce other employees of the Company, PMT or any of their respective subsidiaries to terminate their employment with the Company or any of their respective subsidiaries or to so long as such Separate BU does not engage in any Competing Business and I do not provide any investment advice or (d) induce consulting related to any customerCompeting Business. To the extent that I act individually, vendor or as an owner, shareholder, partner, employee, contractor, agent or any other person or entity with which otherwise and provide services unrelated to the Business of the Company for any Separate BU or private equity, venture capital or other investment firm at any subsidiary or affiliate thereof has a business relationshiptime during such twelve (12) month period, contractual or otherwiseI agree to institute an ethical screen that prevents my access to communications, information and participation in all services related to terminate or alter such business relationship. This covenant is considered an integral part the Business of this Agreementthe Company. The foregoing restriction shall not following definitions apply to your ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.this Noncompetition Covenant:

Noncompetition Covenant. For a period of twelve (a12) You acknowledge and recognize months following the last day of my employment, I agree to not, anywhere within the Restricted Area acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company) provide services to a Competing Business that during relate to any aspect of the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize that the relationships with vendors, agents and customers Business of the Company (the “Noncompetition Covenant”). The foregoing shall not be construed to preclude me from (i) owning up to one percent (1%) of the outstanding stock of a publicly held corporation that you have developed prior constitutes or is affiliated with a Competing Business, or (ii) becoming a shareholder, partner, contractor, agent, member, employee or otherwise of a private equity, venture capital or other investment firm, and providing services in connection therewith. The foregoing shall, however, be construed to specifically prevent me from (x) acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company) anywhere within the date hereof and those that you will maintain or develop Restricted Area, during the Employment Period period of your relationship with the use Company and assistance for a period of twelve (12) months following termination of your relationship C-3 with Company (for any reason other than referenced below in section (b)), and (y) providing services that relate to any aspect of the Business of the Company and its properties and assets are of special and unique value to the Company and its affiliates and for any private equity, venture capital or other investment firm that the Company would find it extremely difficult to replace you. Accordingly, in consideration of the premises contained herein and the consideration you will receive hereunder (including, without limitation, the severance compensation described in Section 9(b)(ii), if applicable), without the prior written consent of the Company, you shall not, at any time during the Employment Period and the period beginning on the effective date of any termination of your employment with the Company and its subsidiaries and ending on the third anniversary thereofsuch twelve (12) month period, (a) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant has investments in any Competing Business; provided that I may work for a division, (b) assist others entity or subgroup of any companies that engage in engaging in any a Competing Business in the manner described in clause (aa “Separate BU”) above, (c) induce other employees of the Company, PMT or any of their respective subsidiaries to terminate their employment with the Company or any of their respective subsidiaries or to so long as such Separate BU does not engage in any Competing Business and I do not provide any investment advice or (d) induce consulting related to any customerCompeting Business. To the extent that I act individually, vendor or as an owner, shareholder, partner, employee, contractor, agent or any other person or entity with which otherwise and provide services unrelated to the Business of the Company for any Separate BU or private equity, venture capital or other investment firm at any subsidiary or affiliate thereof has a business relationshiptime during such twelve (12) month period, contractual or otherwiseI agree to institute an ethical screen that prevents my access to communications, information and participation in all services related to terminate or alter such business relationship. This covenant is considered an integral part the Business of this Agreementthe Company. The foregoing restriction shall not following definitions apply to your ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.this Noncompetition Covenant:

Noncompetition Covenant. (a) You The Sellers each acknowledge and recognize that during the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize agree that the relationships with vendors, agents and customers nature of the Company Business is providing services to customers, that you have developed prior a significant asset of the Companies being acquired by the Purchaser hereunder is the knowledge of the Sellers relating to the date hereof and those that you will maintain or develop during the Employment Period with the use and assistance of the Company Business and its properties existing and assets are of special and unique value to the Company and its affiliates potential customers and that the Company value of the Business would find it extremely difficult to replace yoube significantly impaired in the absence of such asset from and after the Closing. Accordingly, the Sellers acknowledge and agree that as a mutual condition to the respective obligations of the parties at the Closing, as a material inducement to the Purchaser to enter into and perform its obligations hereunder, and in consideration of the premises contained herein and payments to be received by the consideration you will receive hereunder (including, without limitationSellers under this Agreement, the severance compensation described in Section 9(b)(ii), if applicable)Sellers shall not, without the prior written consent of the Company, you shall notPurchaser, at any time during the Employment Period and the period beginning on the effective date of any termination of your employment with the Company and its subsidiaries Closing Date and ending on the third fifth anniversary thereof, (ai) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (bii) assist others in engaging in any Competing Business in the any manner described in clause (ai) above, (ciii) induce other employees of the Company, PMT or any of their respective subsidiaries to terminate their employment with the Company Companies or any of their respective subsidiaries or affiliates to terminate their employment with any of the Companies or any of their respective subsidiaries or affiliates or to engage in any Competing Business in any manner described in clause (i) above or (div) induce any customer, vendor or agent or any other person or entity with which any of the Company Companies or any subsidiary their respective subsidiaries or affiliate thereof affiliates has a business relationship, contractual or otherwise, relationship to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to your any Seller's ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.

Noncompetition Covenant. (a) You acknowledge and recognize that during the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize that the relationships with vendors, agents and customers of the Company and the Subsidiaries that you have developed prior to the date hereof and those that you will maintain or develop during the Employment Period with the use and assistance of each of the Company and the Subsidiaries and its properties and assets are of special speci al and unique value to the Company and its the Subsidiaries and their affiliates and that the Company and the Subsidiaries would find it extremely difficult to replace you. Accordingly, in consideration of the premises contained herein and the consideration you will receive hereunder (including, without limitation, the severance compensation described in Section 9(b)(ii8(b)(ii), if applicable), without the prior written consent of the Company, you shall not, at any time during the Employment Period period commencing on the Commencement Date and ending on the period beginning on later of (i) the fifth anniversary of the Commencement Date and (ii) the second anniversary of the effective date of any termination of your employment with the Company and its subsidiaries and ending on the third anniversary thereofsubsidiaries, (a) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (b) assist others in engaging in any Competing Business in the manner described in clause (a) above, (c) induce other employees of the Company, PMT Company or any of their respective its subsidiaries to terminate their employment with the Company or any of their respective its subsidiaries or to engage in any Competing Business Xx. Xxxxxxx X. Hyland June 5, 1998 Page 8 or (d) induce any customer, vendor or agent or any other person or entity with which the Company or any subsidiary or affiliate thereof has a business relationship, contractual or otherwise, to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to your ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.

Noncompetition Covenant. (a) You acknowledge and recognize that during the Employment Period you will be privy to Confidential Information. You further acknowledge and recognize that the relationships with vendors, agents and customers of the Company and/or its affiliates that you have developed prior to the date hereof and those that you will maintain or develop during the Employment Period with the use and assistance of the Company and its properties and assets are of special and unique value to the Company and its affiliates and that the Company would find it extremely difficult to replace you. Accordingly, in consideration of the premises contained herein and the consideration you will receive hereunder (including, without limitation, the severance compensation described in Section 9(b)(ii8(b)(ii), if applicable), without the prior written consent of the Company, you shall not, at any time during the Employment Noncompetition Period and the period beginning on the effective date of any termination of your employment with the Company and its subsidiaries and ending on the third anniversary thereof(as defined below), (a) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (b) assist others in engaging in any Competing Business in the manner described in clause (a) above, (c) induce other employees (other than your spouse) of the Company, PMT Holdings or any of their respective subsidiaries or affiliates to terminate their employment with the Company Company, Holdings or any of their respective such subsidiaries or affiliates or to engage in any Competing Business or (d) induce any customer, vendor or agent vendor, agent, owner/operator, fleet owner or any other person or entity with which the Company Company, Holdings or any subsidiary or affiliate thereof has a business relationship, contractual or otherwise, to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to your ownership of publicly traded securities which represent not more than 5% of the ownership interests of the issuer.