Common use of Noncompetition Clause in Contracts

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges During the Employment Period, and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term following termination of the Executive’s employment with the Company, Holdco and for a period any of two their affiliates, during the “Restriction Period” (2) years after the termination thereof: (i) as hereinafter defined), the Executive will shall not directly or indirectly engage participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any line business of business conducted by the Company Company, Holdco or any of its Affiliatestheir respective subsidiaries or affiliates in any geographic area in which the Company, includingHoldco or any of their respective subsidiaries or affiliates operate, but compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor prohibit the Executive from participating in or becoming associated with a person if (other than as a holder of i) less than 110% of the outstanding capital stock consolidated gross revenues of a publicly traded corporation)such person, consultanttogether with its affiliates, advisor, agent derive from activities or sales representative, businesses that are in competition with any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client business of the Company or any of its Affiliates; subsidiaries or affiliates (iiia “Competitive Business”) and (ii) the Executive will not does not, directly or indirectly induce indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any employee Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision stock of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical publicly-held corporation whose stock is traded on a national securities exchange or in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedan over-the-counter market). (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Participant agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreoverthat, for so long as the Executive will not directly or indirectly employ or offer employment (in connection with any business which Participant is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless Subsidiaries and continuing for twelve (12) months (or such person shall longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 5) following a termination of such employment that occurs after any of the Options have ceased to be employed by vested (whether or not such Options have been exercised), the Participant will not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia or in any other geographic area throughout the world (a) in which the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging Subsidiaries has engaged in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. that comprise a Competing Business during the Participant’s employment, or (b) The covenant contained in Section 7.01(a)(i) above is intended which the Participant has knowledge of the Company’s plans to be construed as engage in any of the activities that comprise a series of separate covenantsCompeting Business (including, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. Ifwithout limitation, in any judicial proceeding, area in which any customer of the court shall refuse to enforce Company or any of the separate covenants (or any part thereof) deemed included in such subsectionsits Subsidiaries may be located); provided, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed however, that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement Section 5 shall apply solely to those activities of a Competing Business, with which the Participant was personally involved or for which the Participant was responsible while employed by the Company or its Subsidiaries during the twelve (12) month period preceding termination of the Participant’s employment. This Section 5 will not be rendered void but violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or more publicly-traded companies that engage in a Competing Business. The restrictions of this Section 5 shall be deemed amended to also apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained during the period after Retirement until vested Options become exercisable described in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 4(a).

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees I agree that during the term of my Relationship with the Executive’s employment Company, and for a period of two (2) years after the termination thereof: (i) twelve (12) months immediately following the Executive will not directly or indirectly engage termination of my Relationship with the Company in any business which the event that my Relationship is in competition with any line of business conducted terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or any (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of its Affiliatesmy Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, including(y) voluntarily by me upon written notice to the Company, but not limited toor (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, where such engagement is I shall not, either directly or indirectly, alone or as an a partner, joint venturer, officer, director, proprietor, employee, partnerlender, investor consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (other or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than as a holder of less than 1% three percent (3%) of the outstanding shares of capital stock of any corporation having a publicly class of equity securities actively traded corporation), consultant, advisor, agent on a national securities exchange or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement over-the-counter market shall not be rendered void but deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall be deemed amended to apply as to such maximum time mean any business involving the provision and territory development of infrastructure software and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect Internet-based products for the enforceability of any of the other restrictions contained hereinprinting industry.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment Employment Period and for a period of two (2) years after the termination thereof: (i) Effective Date of Termination, the Executive will not shall not: (a) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business which is in competition with any line of business conducted by the Company a Direct Competitor (as defined below); or any of its Affiliates, including, but not limited to, where such engagement is (b) serve as an officeremployee, agent, partner, shareholder, director, proprietoror consultant for, employeeor in any other capacity participate, partnerengage, investor or have a financial or other interest in, any business which is a Direct Competitor (other than as a holder of less than 1% provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client company whose securities are registered under Section 12 of the Company or any Securities Exchange Act of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee 1934). For purposes of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. MoreoverAgreement, the Executive will not directly or indirectly employ or offer employment (in connection with term "Direct Competitor" is any business which is in competition with any line of business conducted by entity which: (a) through the Company or any of its Affiliates) Executive's efforts, induces the Company's employees to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement terminate employment for the purpose of those proceedings being employed by such business entity; or (b) is engaged in the business of the Company and engages in Substantial Competition with the Company in one or more Metropolitan Statistical Areas ("MSAs") in which the Company has its operations, or in which, at the date the Executive's employment terminates, the Company is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, either alone or in association with another entity, and in which the Company collectively produced, or is projected to produce in the extent necessary to permit the remaining separate covenants first year of operations, more than five million dollars (or portions thereof$5,000,000) of gross sales. A business will not be considered to be enforced. in "Substantial Competition" with the Company if: (ci) It is expressly understood and agreed that although the business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (the "Business Unit") is not engaged in the retail sales and service of consumer electronics or (ii) if sales of the Business Unit's products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit's sales; or (iii) if the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is not significant geographic overlap between such Business Unit's and the Company consider Company's business locations. In the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction event that the time or territory or any other restriction contained Executive's employment is terminated within two (2) years following a Change in this Agreement is an unenforceable restriction against Control (as defined in Section 8.2), under circumstances described in Section 8.3, the Executive, Executive shall not be bound by the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinsection.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term course of his employment with the Company and in the event of a termination of employment, for a period of the lesser of (x) six (6) months after termination of such employment; and (y) the number of months after termination of such employment during which Executive receives payments of base salary pursuant to Section 7.3(c), Executive will not, directly or indirectly, as an employee, agent, independent contractor, consultant, partner, joint venturer or otherwise, within any state in the United States within which Executive has been involved with the provision of services (or offers or plans to provide services) to customers of the Company within the twelve (12) months preceding the date of the termination of Executive’s employment with the Company, enter into, engage in, be employed by (except as counsel or independent accountant) or consult with (or solicit to enter into, engage in, be employed by or consult with) any business which competes with the Company by providing services of the same nature or type as those provided by the Company within the twelve (12) month period preceding the termination of the Executive’s employment and for a period of two with the Company, including (2a) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is participating as an officer, director, proprietorstockholder, member, employee, partneragent, investor independent contractor, consultant, representative or partner of, or having any direct or indirect financial interest (including the interest of a creditor) in, any such competitor or (b) assisting any other than as a holder individual or business entity, of whatever type or description, in providing any such competing services. The provisions of this section shall not apply to the ownership by Executive of less than 1% five percent (5%) of the outstanding capital stock of a any publicly traded corporation), consultant, advisor, agent corporation or sales representative, other business entity solely as an investor and under circumstances in which Executive neither provides services nor assists anyone else to provide any Restricted Territory; (ii) the services to or on behalf of any such entity. Executive will not perform or solicit the performance further agrees that upon a violation of services for any customer or client this section of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. MoreoverAgreement, the Executive period during which Executive’s covenants in this section apply will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted be extended by the Company or any number of its Affiliates) days equal to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovesuch violation. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Employee agrees that during the term course of his employment with the Executive’s employment Company and (i) in the event of termination for Good Cause or a termination by Employee of such employment, for a period of two twenty-four (224) years months after termination of such employment; or (ii) in the event of a termination of employment for any other reason, for a period of the lesser of (x) twenty-four (24) months after termination of such employment; and (y) the number of months after termination of such employment during which Employee receives payments of base salary pursuant to SECTION 7.3(C), Employee will not, directly or indirectly, as an employee, agent, independent contractor, consultant, partner, joint venturer or otherwise, within any state in the United States within which Employee has been involved with the provision of services (or offers or plans to provide services) to customers or prospective customers of the Company within the twelve (12) months preceding the date of the termination thereof: of Employee's employment with the Company, enter into, engage in, be employed by or consult with (ior solicit to enter into, engage in, be employed by or consult with) the Executive will not directly or indirectly engage in any business which is in competition competes with any line the Company by providing services of business conducted the same nature or type as those provided by the Company or any within the twelve (12) month period preceding the termination of its Affiliatesthe Employee's employment with the Company, including, but not limited to, where such engagement is including (a) participating as an officer, director, proprietorstockholder, member, employee, partneragent, investor independent contractor, consultant, representative or partner of, or having any direct or indirect financial interest (including the interest of a creditor) in, any such competitor or (b) assisting any other than as a holder individual or business entity, of whatever type or description, in providing any such competing services. The provisions of this section shall not apply to the ownership by Employee of less than 1% five percent (5%) of the outstanding capital stock of a any publicly traded corporation), consultant, advisor, agent corporation or sales representative, other business entity solely as an investor and under circumstances in which Employee neither provides services nor assists anyone else to provide any Restricted Territory; (ii) the Executive will not perform services to or solicit the performance on behalf of services for any customer or client such entity. Employee further agrees that upon a violation of the Company or any this section of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. MoreoverAgreement, the Executive period during which Employee's covenants in this section apply will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted be extended by the Company or any number of its Affiliates) days equal to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovesuch violation. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. 7.1 Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Investors or its subsidiaries terminates, (ai) The Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors or its subsidiaries in the line of business Executive acknowledges is employed in by Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and recognizes Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the highly competitive nature Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two extent permitted above; or (2ii) years after the termination thereof: Executive (iA) the Executive will not directly or indirectly engage through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any business which is in competition way interfere with any line of business conducted by the relationship between the Company or any of its Affiliatessubsidiaries and any employee thereof, including, but not limited to, where such engagement is as (B) knowingly hires any person who was an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates subsidiaries within 180 days prior to the time such employee was hired by Executive, (1C) engage in induces or attempts to induce any activity customer, supplier, licensee or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with other business relation of the Company or any of its Affiliates. Moreoversubsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Executive will not Company or any subsidiary or (D) directly or indirectly employ acquires or offer employment (attempts to acquire an interest in connection with any business which is in competition with any line relating to the business of business conducted by the Company or any of its Affiliates) to any person who was employed by subsidiaries and with which the Company or any of its Affiliates unless subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such person shall have ceased to be employed business by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained subsidiaries in the one-year period immediately preceding subsections. If, in any judicial proceeding, Executive's termination of employment with the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedCompany. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with Sections 12(b), 12(c) and 12(d). (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party other than litigation in which Executive or his family is a party; provided that such information and assistance does not materially interfere with the Executive's subsequent employment or self-employment. (c) Executive recognizes and acknowledges that the knowledge of the business activities and recognizes plans for business activities of the highly competitive nature Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company and its Affiliates and accordingly agrees that Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance Corporation ("FDIC"), or other bank regulatory agency with jurisdiction over the Bank or Executive’s ). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Company which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 12, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive. (d) Subject to Section 12(e), upon any termination of Executive's employment and hereunder pursuant to Section 6 or 7 of this Agreement, Executive agrees not to compete with the Company for a period of two one (21) years after the year following such termination thereof: (i) the Executive will not directly or indirectly engage in any business city, town or county in which is in competition with any line of business conducted by the Company or any of its Affiliatesthe Bank has an office or has filed an application for regulatory approval to establish an office, including, but not limited to, where such engagement is determined as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock effective date of such termination, except as agreed to pursuant to a publicly traded corporation)resolution duly adopted by the Board. Executive agrees that during such period and within said cities, consultanttowns and counties, advisorExecutive shall not work for or advise, agent consult or sales representativeotherwise serve with, in directly or indirectly, any Restricted Territory; (ii) entity whose business materially competes with the Executive will not perform depository, lending or solicit the performance of services for any customer or client other business activities of the Company or any Company. The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) Executive's breach of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants12, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained agree that in the preceding subsections. If, in event of any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made breach by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive. (e) Notwithstanding any other provision of this Agreement, the parties understand, acknowledge and agree that the provisions of this Agreement Section 12(d) shall not be rendered void but shall be deemed amended apply in the event of Executive's termination of employment if: (i) Executive is not entitled to apply as receive severance benefits under any circumstances or determines within ninety (90) days of such termination to waive any such maximum time severance payments (and territory and to repays any severance benefits he has already received), except in the case of termination for Just Cause; (ii) such maximum extent as termination follows a Change in Control; (iii) such court may judicially determine termination constitutes an involuntary termination not for Just Cause; or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (iv) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintermination constitutes a resignation for Good Reason.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Affiliates is defined as any legal entity in which Executive will not directly or indirectly engage owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which is in competition with any line of business conducted by the Company or any of its AffiliatesAffiliates is engaged in, including, but and that he will not limited to, where such engagement is act as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisorshareholder, lender, or agent or sales representative, of any entity which is engaged in any Restricted Territory; business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (iiwithout the approval of the Board of Directors) the and Executive will not perform combine or solicit the performance of services for conspire with any customer or client other Executives of the Company or any of its Affiliates; (iii) for the Executive will not directly or indirectly induce any employee purpose of the Company or organization of any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any competitive business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveactivity. (b) The covenant contained in Section 7.01(a)(i) above is intended In order to be construed as a series protect the Company against the unauthorized use or the disclosure of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any confidential information of the separate covenants Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (or any part thereof12) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from months following the termination of this Agreement for the purpose any reason, neither Executive nor any of those proceedings to the extent necessary to permit the remaining separate covenants (his Affiliates, shall, directly or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonableindirectly, if a final judicial determination is made by a court for itself or himself or on behalf of competent jurisdiction that the time or territory any other corporation, person, firm, partnership, association, or any other restriction contained entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in this Agreement is an unenforceable restriction against any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Executive, Company during the provisions term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAgreement.

Noncompetition. The parties recognize that in the course of Employee's employment with the Company, Employee has had and will continue to have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and, if and only if Employee's employment is terminated by the Company for Cause, as defined herein, or by Employee without Good Reason, as defined herein, for a period of one (a1) The Executive acknowledges year thereafter, he shall not, without the prior written consent of the Company, directly as principal, partner, director, or stockholder or through any corporation, partnership, or other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any capacity, or have any interest in or make any loan to, or otherwise be related with, any person, firm, corporation, association, or other entity located anywhere within fifty (50) miles of any of the Company's business locations and recognizes the highly competitive nature of engaged in any business competing in any material way with the business of the Company and its Affiliates and accordingly agrees that during the term or any subsidiary of the Executive’s employment and for a period Company as such business exists as of two the date of termination of employment; provided, however, that the foregoing shall not prevent Employee from owning up to five percent (25%) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of securities of, or being employed by, a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment held corporation that may compete with the Company or any of its AffiliatesCompany. MoreoverFor purposes hereof, the Executive will a business shall not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement competing with the Company in a material way unless it manufactures, sells, distributes, or otherwise deals in one or more products manufactured, sold, distributed or otherwise dealt in by the Company and which product or products account for at least five percent (5%) of the purpose Company's gross sales volume at the time in question. The parties believe, in light of those proceedings the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of compensation and other benefits provided herein, and the damage that could be done to the extent necessary to permit Company's business by Employee's competing with the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonableCompany, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained foregoing covenant not to compete is reasonable in this Agreement is an unenforceable restriction against the Executivetime, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time scope, and territory and to such maximum extent as such court may judicially determine or indicate to be enforceablegeographical limitation. AlternativelyHowever, if any court should construe the time, scope, or geographical limitation of competent jurisdiction finds the covenant not to compete to be too broad or extensive, it is the intention of the parties that any restriction contained in this Agreement is unenforceablethe contract be automatically reformed, and as so reformed, enforced, to the maximum limits which may be found to be reasonable by such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincourt.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers and/or partners of the Company. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter: (a) The Executive acknowledges and recognizes the highly competitive nature of the will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business of entity, other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for or a period of two (2) years after the termination thereof: (i) the Executive will not directly Related Company, engage in or indirectly assist any other person or entity to engage in any business which is in competition directly or indirectly competes with any line of business conducted by in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of its Affiliatesthe termination of the Executive’s engagement hereunder, includinganywhere in the United States or anywhere else in the world where the Company or any Related Company does business, but not limited or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a consultant to, where such engagement is as an or employee, officer, director, proprietormanager, employeestockholder, partner, investor (member or other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent owner or sales representative, participant in any Restricted Territory; (ii) business entity solicit or endeavor to entice away from the Executive will not perform Company or solicit any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the performance of services for any customer or client business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of its Affiliates; the Executive’s engagement hereunder, (iiii) the Executive will not directly employed by or indirectly induce any employee of a consultant to the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Related Company or (2ii) terminate such employee’s employment a customer or client of, supplier to or other party having material business relations with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveRelated Company. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Participant agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreoverthat, for as long as the Executive will not directly or indirectly employ or offer employment (in connection with any business which Participant is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless Subsidiaries and continuing for twelve (12) months (or such person longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 4) following a termination of such employment under Sections 3(a)(v) or (vi) of this Agreement or that occurs after any of the Performance Share Units have vested, the Participant shall have ceased to be employed by not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia, or in any other geographic area throughout the world (a) in which the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging Subsidiaries has engaged in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. that comprise a Competing Business during the Participant’s employment, or (b) The covenant contained in Section 7.01(a)(i) above is intended which the Participant has knowledge of the Company’s plans to be construed as engage in any of the activities that comprise a series of separate covenantsCompeting Business (including, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. Ifwithout limitation, in any judicial proceeding, area in which any customer of the court shall refuse to enforce Company or any of the separate covenants (or any part thereof) deemed included in such subsectionsits Subsidiaries may be located); provided, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed however, that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement Section 4 shall apply solely to those activities of a Competing Business, with which the Participant was personally involved or for which the Participant was responsible while employed by the Company or its Subsidiaries during the twelve (12) month period preceding termination of the Participant’s employment. This Section 4 will not be rendered void but violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or more publicly-traded companies that engage in a Competing Business. The restrictions of this Section 4 shall be deemed amended to also apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if during any court of competent jurisdiction finds that any restriction contained continued settlement period after Retirement described in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 3(a)(vi).

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as she is an employee of the Company and for 12 months thereafter: (a) The Executive acknowledges and recognizes the highly competitive nature of the will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business of entity, other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for or a period of two (2) years after the termination thereof: (i) the Executive will not directly Related Company, engage in or indirectly assist any other person or entity to engage in any business which is in competition directly or indirectly competes with any line of business conducted by in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of its Affiliatesthe termination of the Executive’s engagement hereunder, includinganywhere in the United States or anywhere else in the world where the Company or any Related Company does business, but not limited or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a consultant to, where such engagement is as an or employee, officer, director, proprietormanager, employeestockholder, partner, investor (member or other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent owner or sales representative, participant in any Restricted Territory; (ii) business entity solicit or endeavor to entice away from the Executive will not perform Company or solicit any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the performance of services for any customer or client business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of its Affiliates; the Executive’s engagement hereunder, (iiii) the Executive will not directly employed by or indirectly induce any employee of a consultant to the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Related Company or (2ii) terminate such employee’s employment a customer or client of, supplier to or other party having material business relations with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveRelated Company. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Employee agrees that that, during the term of the Executive’s his employment with Employer and for a period of two three (23) years after from the date of termination thereof: (i) the Executive of his employment with Employer, he will not directly or indirectly engage compete with Employer by engaging in the activities set forth on Exhibit A attached hereto and incorporated herein by reference (the "Prohibited Activities") within the geographic area that is set forth on Exhibit B attached hereto (the "Restricted Area"). For purposes of this Section 11, Employee recognizes and agrees that Employer conducts and will conduct business in the entire Restricted Area and that Employee will perform his duties for Employer within the entire Restricted Area. Employee shall be deemed to be engaged in and carrying on the Prohibited Activities if he engages in the Prohibited Activities in any business which is in competition with any line of business conducted by the Company or any of its Affiliatescapacity whatsoever, including, but not limited to, where by or through a partnership of which he is a general or limited partner or an employee engaged in such engagement activities, or by or through a corporation or association of which he owns five percent (5%) or more of the stock or of which he is as an officer, director, proprietor, employee, partnermember, investor representative, joint venturer, independent contractor, consultant or agent who is engaged in such activities. Employee agrees that during the three (other than as a holder of less than 1% 3) year period described above, he will notify Employer of the outstanding capital stock name and address of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate each employer with whom he has accepted employment during such employee’s employment with the Company or any of its Affiliatesperiod. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant Such notification shall be deemed identical made in terms to the covenant contained in the preceding subsections. Ifwriting within five (5) days after Employee accepts any employment or new employment by certified mail, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedreturn receipt requested. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Employment Period and, in the case of a termination of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s Employee's employment and for Cause, for a period of two six (26) years after months following the date of termination thereof: of employment, or, in the case of a termination of the Employee's employment without Cause, for a period of one day following the date of termination of employment (the "Covered Period"), the Employee agrees not to engage in any Competitive Activity within the States of New York, New Mexico, Texas and Wyoming. As used herein, the term "Competitive Activity" shall mean the following: (i) providing competitive services, other than on behalf of the Executive will not directly or indirectly engage in Company, to any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is Customer (as defined below); (ii) serving as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representativerepresentative of, or otherwise associating in any Restricted Territory; other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than the Company, engaged in the business of oil and gas exploration, drilling and production or any other business in which the Company is engaged (iieach, a "Competitive Enterprise"), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Executive will not perform Employee shall be allowed to passively own for investment purposes, directly or solicit indirectly, no more than ten percent (10%) of the performance issued and outstanding publicly traded securities of services for any customer issuer engaged in a Competitive Enterprise); (iv) soliciting or client inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or any of its Affiliates; (iii) one or more affiliates to leave the Executive will not directly employ or indirectly induce any employee retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its Affiliates affiliates to (1) engage in any activity withdraw, curtail or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment cancel its business relationships with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment affiliate thereof (in connection with any business which is in competition with any line of business conducted unless expressly requested to do so by the Company or any as part of its Affiliates) to the Employee's employment services provided hereunder). As used in this Section 9, the term "Customer" shall include any person who is or was employed by a customer of the Company or an affiliate thereof at any of its Affiliates unless such person shall have ceased to be employed by time during the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) commencing with the Executive will not directly or indirectly assist others in engaging in any Employment Period through the end of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCovered Period. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes To the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that fullest extent permitted by applicable law, during the term Term and, subject to the penultimate sentence of this Section 8.2, for a period of eighteen (18) months following the termination of the Executive’s employment and under this Agreement for a period of two (2) years after the termination thereof: (i) any reason, the Executive will not shall not, except with the Company’s express prior written consent, (a) directly or indirectly indirectly, engage in any business which involving real property development, construction, acquisition, ownership, or operation, whether such business is in competition with any line of business conducted by the Company Executive individually or any of its Affiliatesas a principal, includingpartner, but not limited tomember, where such engagement is as an officerstockholder, director, proprietortrustee, officer, employee, partneror independent contractor of any Person or (b) own any interests in real property which are competitive, investor (other than as a holder of less than 1% directly or indirectly, with any business carried on by the Company; provided, however, that this Section 8.2 shall not be deemed to prohibit any of the outstanding capital stock following: (i) any of a publicly traded corporation)the real estate (and real estate-related) activities listed on Exhibit A hereto, consultantthe Executive’s ownership, advisormarketing, agent sale, transfer, or sales representative, exchange of any of the Executive’s interests in any Restricted Territory; of the properties or entities listed on Exhibit A hereto, or any other permitted activities listed on Exhibit A hereto; and (ii) the direct or indirect ownership by the Executive will not perform or solicit the performance of services for any customer or client up to five percent (5%) of the Company outstanding equity interests of any public company. Notwithstanding the foregoing, the restrictions set forth in this Section 8.2 shall apply only (i) with respect to any Person that has been designated as being part of the Company’s peer group, as determined by the Committee and set forth in the most recent proxy statement filed by the Company, or (ii) with respect to any of its Affiliates; other Person that owns neighborhood or community shopping centers and with respect to (iiii) and (ii) only within the following “Restricted Areas”: (A) the Executive will not directly states of Indiana, Florida, and Texas; (B) the area within a ten (10)-mile radius of any property owned or indirectly induce any employee leased by the Company, as of the Executive’s Termination Date; (C) each county in each state in which the Company owns or leases property as of the Executive’s Termination Date; and (D) in any state in which the Company owns or leases at least five (5) properties as of its Affiliates the Executive’s Termination Date, the area within a fifty (50)-mile radius of any property owned or leased by the Company, as of the Executive’s Termination Date. Notwithstanding anything to the contrary in this Section 8.2, this Section 8.2 shall not apply (1) engage if a Change in any activity Control is consummated on or conduct which is prohibited pursuant to this Section 7.01, after the Effective Date and if the Executive resigns without Good Reason during the period beginning on the first anniversary of the consummation of such Change in Control and ending on the second anniversary of the consummation of such Change in Control or (2) terminate such employeeif the termination of the Executive’s employment under this Agreement is as a result of the Company’s election not to extend the Term in accordance with Section 1.1(b). For the Company avoidance of doubt, other than as set forth in the immediately preceding sentence, this Section 8.2 shall apply in all events if the Executive’s resignation is on account of Good Reason or any of its Affiliates. Moreover, without Good Reason or if the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted terminated by the Company for any reason whether before, as of, or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for following a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others Change in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveControl. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company's business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter: (a) The Executive acknowledges and recognizes the highly competitive nature of the will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business of entity, other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for or a period of two (2) years after the termination thereof: (i) the Executive will not directly Related Company, engage in or indirectly assist any other person or entity to engage in any business which is in competition directly or indirectly competes with any line of business conducted by in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of its Affiliatesthe termination of the Executive's engagement hereunder, includinganywhere in the United States or anywhere else in the world where the Company or any Related Company does business, but not limited or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a consultant to, where such engagement is as an or employee, officer, director, proprietormanager, employeestockholder, partner, investor (member or other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent owner or sales representative, participant in any Restricted Territory; (ii) business entity solicit or endeavor to entice away from the Executive will not perform Company or solicit any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the performance of services for any customer or client business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of its Affiliates; the Executive's engagement hereunder, (iiii) the Executive will not directly employed by or indirectly induce any employee of a consultant to the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Related Company or (2ii) terminate such employee’s employment a customer or client of, supplier to or other party having material business relations with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveRelated Company. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature Subject to Section 5.18(b) below, in consideration of the business Purchaser entering into this Agreement and in order that the Purchaser may enjoy the full benefit of the Company Assets and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Business, for a period of two twenty four (224) years months from and after the termination thereofClosing Date (the “Noncompetition Period”), neither the Seller nor any of its Affiliates shall, directly or indirectly, carry on, or participate in, a business which is directly in competition with the Business (any such restricted activity, a “Competitive Business”). (b) Nothing in this Section 5.18 shall restrict the right of Seller and its Affiliates to, directly or indirectly: (i) continue to operate each of the Executive will not directly or indirectly engage businesses of Seller other than the Business (the “Existing Businesses”) in substantially the same manner as the Existing Businesses are currently conducted (including any business which is in competition with any line of business conducted substantially similar to an Existing Business acquired by the Company Seller or any of its Affiliates, including, but not limited to, where Affiliates on or after the Closing Date to the extent such engagement business is thereafter conducted in substantially the same manner as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporationExisting Businesses are currently conducted), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for transfer any customer or client of the Company or Existing Business to any of its Affiliatesthird party (including any third party engaged in a Competitive Business); (iii) the Executive provide any service or carry out any activity that Seller or its Subsidiaries will not directly be required to provide or indirectly induce any employee carry out as a result of the Company adoption of any consensus policy by the Internet Corporation for Assigned Names and Numbers; (iv) acquire or hold securities of any Person that is engaged in a Competitive Business, provided that such acquisition or holding of securities represents a passive investment for Seller or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will and does not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company give Seller or any of its Affiliates unless the right to appoint directors or management of such person shall have ceased Person or to be employed by otherwise exercise control over the Company or any management of its Affiliates for a period of at least twelve (12) monthssuch Person; andor (ivv) acquire the Executive will not directly or indirectly assist others in engaging in any majority of the activities which are prohibited under clauses (i)-(iii) voting securities of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenantsany Person, one for each county, town, city and state or other political subdivision acquire the assets of a Restricted Territory. Except for geographic coveragebusiness, each that is engaged in a Competitive Business, provided that such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any Competitive Business (A) is terminated or disposed of within twelve months after completion of such acquisition and (B) represents less than 10% of the separate covenants (revenues generated by such acquired Person or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedbusiness. (c) It is expressly understood The Seller acknowledges and agreed agrees that although the Executive remedy at law for any breach, or threatened breach, of any of the provisions of this Section 5.18 will be inadequate and, accordingly, the Seller covenants and agrees that the Purchaser shall, in addition to any other rights and remedies which the Purchaser may have at Law, be entitled to seek equitable relief, including injunctive relief, and to seek the remedy of specific performance with respect to any breach or threatened breach of such covenant, as may be available from any court of competent jurisdiction. In addition, the Seller and the Company consider Purchaser agree that the restrictions terms of the covenant in this Section 5.18 are fair and reasonable in light of the Purchaser’s plans for the Assets and the Business and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of the covenants contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but 5.18 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if determined by any court of competent jurisdiction finds to be unenforceable for any reason whatsoever, then any such provision or provisions shall not be deemed void, and the parties hereto agree that any restriction said limits may be modified by the court and that said covenant contained in this Agreement Section 5.18 shall be amended in accordance with said modification, it being specifically agreed by the parties that it is their continuing desire that this covenant be enforced to the full extent of its terms and conditions or if a court finds the scope of the covenant unenforceable, and such restriction cannot be amended the court should redefine the covenant so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincomply with applicable Law.

Noncompetition. (a) The Executive acknowledges parties also acknowledge and recognizes agree that the highly competitive nature Company's customer contacts and relations are established and maintained at great expense and that Employee, by virtue of his employment under this Agreement, will have unique and extensive exposure to, and personal contact with, the Company's customers and that Employee will be able to establish a unique relationship with those individuals that will enable him, both during and after employment, to unfairly compete with the Company. In consideration of the business continued employment by the Company of Employee, and in consideration of the compensation and newly established severance arrangement provided to Employee by the Company and its Affiliates and accordingly under this Agreement, Employee agrees that he shall not at any time during the term of the Executive’s employment and this Agreement, nor for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to one (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased year after Employee ceases to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; anddo the following: (iva) the Executive will not directly or indirectly assist others in engaging indirectly, become a stockholder, partner, member or other owner in any business or entity that is a business competitor of the activities which Company, provided, however, that Employee shall not be prohibited from, and the foregoing restriction shall not apply to, Employee's ownership of less than a ten percent (10%) interest in any company whose shares of stock are prohibited under clauses (i)-(iii) of this Section 7.01(a) above.traded in a recognized stock exchange or traded in the over-the-counter market; and/or (b) The covenant contained in Section 7.01(a)(i) above is intended any manner induce, attempt to be construed as a series of separate covenantsinduce or assist others to induce any customer, one for each countyclient, town, city and state employee or other political subdivision of person or entity having a Restricted Territory. Except for geographic coveragebusiness or employment relationship with the Company to terminate such relationship, each such separate covenant shall be deemed identical in terms or do anything to interfere with the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any relationship of the separate covenants (Company with such person or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedentity. (c) It is expressly understood and agreed that although the Executive and communicate with any party with whom the Company consider has a Site Contract in place until six (6) months following the restrictions contained expiration of any such Contract. Employee expressly agrees that in this Section 7.01 the event of a breach of the subparagraph (c), in addition to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executiveremedies provided hereunder or by law, the provisions Company will be entitled to recover from Employee as liquidated damages, an amount equal to Five Thousand Dollars ($5,000) for each phone located on any site where a communication has been made in violation of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinsubparagraph (c).

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter: (a) The Executive acknowledges and recognizes the highly competitive nature of the will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business of entity, other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for or a period of two (2) years after the termination thereof: (i) the Executive will not directly Related Company, engage in or indirectly assist any other person or entity to engage in any business which is in competition directly or indirectly competes with any line of business conducted by in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of its Affiliatesthe termination of the Executive’s engagement hereunder, includinganywhere in the United States or anywhere else in the world where the Company or any Related Company does business, but not limited or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a consultant to, where such engagement is as an or employee, officer, director, proprietormanager, employeestockholder, partner, investor (member or other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent owner or sales representative, participant in any Restricted Territory; (ii) business entity solicit or endeavor to entice away from the Executive will not perform Company or solicit any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the performance of services for any customer or client business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of its Affiliates; the Executive’s engagement hereunder, (iiii) the Executive will not directly employed by or indirectly induce any employee of a consultant to the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Related Company or (2ii) terminate such employee’s employment a customer or client of, supplier to or other party having material business relations with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveRelated Company. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Employee covenants and agrees that: (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s During Employee's employment and for a any period of two (2) years after following the termination thereof: of Employee's employment during respect to which Employee is receiving severance or separation payments, Employee will not (whether individually or as principal, partner, member, investor, director, officer, agent, employee, consultant or otherwise) directly or indirectly (except as an employee of Employer or an affiliate of Employer) engage in, or directly or indirectly be financially interested in, any business unit engaged in the development, manufacture or sale of software or on-line services in support of the lottery industry. Each of the following activities, without limitation, shall be deemed to "engage in" a business: to engage in, carry on, work with, be employed by, consult for, invest in, solicit customers for, have an equity interest in, advise, lend money to, guarantee the debts or obligations of, contribute, sell or license intellectual property to, or permit one's name or any part thereof to be used in connection with, any enterprise or endeavor, either individually, in partnership or in conjunction with any person, firm, association, partnership, joint venture, limited liability company, corporation or other business, whether as principal, agent, shareholder, partner, joint venturer, member, director, officer, employee, consultant, licensor or in any other manner whatsoever. However, nothing contained in this Agreement shall prohibit Employee from (i) the Executive will not directly being employed by or indirectly engage in any business which is in competition with any line of business conducted by the Company serving as a consultant to Employer or any affiliate of its AffiliatesEmployer, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of ii) acquiring or holding at any one time less than 1% five percent (5%) of the outstanding capital stock securities of a any publicly traded corporation)company, consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee holding stock of the Company Employer or any affiliate of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01Employer, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will acquiring or holding an interest in a mutual fund, limited partnership, venture capital fund or similar investment entity of which such party is not an employee, officer or general partner and with respect to which such party has no power to make, participate in or directly influence investment decisions; (v) acquiring or indirectly assist others in engaging holding an interest in any other private company so long as Employee's interest in such company is less than twenty percent (20%) and Employee is not an employee, officer, director or general partner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovesuch entity. (b) The covenant If the scope of any restrictions contained in Section 7.01(a)(isubparagraph (a) above is intended too broad to be construed as a series permit enforcement of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms restrictions to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsectionstheir full extent, then such unenforceable covenant (or such part) restrictions shall be deemed to be eliminated from this Agreement for the purpose of those proceedings enforced to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceablepermitted by law, and Employee hereby consents and agrees that such restriction cannot scope may be amended so as judicially modified accordingly in any proceeding brought to make it enforceable, enforce such finding shall not affect the enforceability of any of the other restrictions contained hereinrestrictions.

Noncompetition. In further consideration of the compensation to be paid to Executive hereunder, she acknowledges that during the course of her employment with the Company and its Affiliates (aincluding, without limitation, any predecessors thereof) The she has become familiar with, and during the course of her employment with the Company and its Affiliates she will become familiar with, the Company’s and its Affiliates’ trade secrets and with other Confidential Information. Executive acknowledges that her services shall be of special, unique and recognizes the highly competitive nature of the business of extraordinary value to the Company and its Affiliates and accordingly agrees that during the term Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive’s employment . Therefore, and for a period in further consideration of two (2) years after the termination thereof: (i) compensation being paid to the Executive will hereunder, she agrees that, during the Noncompete Period (as defined below), she shall not directly or indirectly engage or become interested in, whether as an owner, general partner, member, officer, employee, consultant, director, stockholder or otherwise (other than passive ownership of less than five percent (5%) of any class of securities of an entity, but without otherwise participating in the activities of such entity, whose securities are listed on a national or regional securities exchange or stock market and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended), any business of which the primary activity is in competition with any line the provision of business conducted products or services within the Restricted Territory (as defined below) that, as of the Date of Termination, are competitive with, are offered or being developed by the Company or any of its AffiliatesSubsidiaries, joint ventures or partnerships, including, but not limited towithout limitation, where such engagement is as an officerif applicable, director, proprietor, employee, partner, investor (other than as any business directly or indirectly engaged in the business of operating or managing a holder home health practice or the acquisition of less than 1% companies so engaged. The “Noncompete Period” shall mean the Employment Period and the period beginning on the Date of Termination and ending upon the second anniversary of the outstanding capital stock Date of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Termination. “Restricted Territory; (ii) ” shall mean any state or territory of the Executive will not perform or solicit the performance of services for any customer or client of United States in which the Company or any its Subsidiaries are located or operate, or is in the process of its Affiliates; (iii) the Executive will not directly actively planning to conduct or indirectly induce any employee conducting operations, as of the Company Date of Termination of the Employment Period; provided the foregoing shall not preclude or limit the Executive’s activities relating to Homecare Homebase so long as such activities do not entail the operation of home health agencies in the Restricted Area, or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted activities approved by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any written consent of the Board. Executive acknowledges that the geographic boundaries, scope of prohibited activities which and the time duration are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city reasonable and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent are no broader than are necessary to permit the remaining separate covenants (or portions thereof) to be enforcedprotect legitimate business interests. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Company and its Affiliates mine, extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the training and development of its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Financial Officer, the Executive will have access to Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates Affiliates, the importance of the proprietary confidential information and trade secrets to which Executive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that that: (i) during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: , or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (i) whichever is later), the Executive will not not, except on behalf of the Company, directly or indirectly engage in any business Business Activity which is in competition with any line of business conducted by the Company or any of its AffiliatesAffiliates in the Restricted Territory, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation)investor, consultant, advisor, agent or sales representative, or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any Business Activity in competition with any line of business conducted by the Company or any of its Affiliates in the Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not not, without the Company’s written consent, directly or indirectly, for himself or on behalf of any other person, partnership, company, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any customer Customer or client Prospective Customer of the Company or any of its Affiliates; (iii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for For a period of two five (25) years after commencing on the termination thereof: Closing Date (the “Noncompetition Period”), Seller shall not, and shall cause any Affiliates controlled by Seller not to, directly or indirectly, anywhere in any geographic area within North America (i) the Executive will not directly or indirectly engage in any Prohibited Business (as defined below), (ii) take any action to invest in, own, manage, operate, control or participate in any Person engaging in the Prohibited Business or (iii) (A) solicit, sell, call upon, advise, do or attempt to do business which is with or otherwise contact in competition with any line of regard to diverting business conducted by the away from Company or any of its AffiliatesSubsidiaries, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client supplier of the Business as of the Closing Date, including all customers who have, as of the Closing Date, nominated Company or any of its Affiliates; Subsidiaries to provide products in the future or (iiiB) the Executive will not directly solicit, encourage or indirectly induce any employee such customer or supplier of the Business to terminate or materially and adversely alter its relationship with Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to Subsidiaries; provided that this Section 7.01, or (25.4(a)(iii) terminate such employee’s employment with shall not limit the Company or any ability of Seller and its Affiliates. Moreover, Affiliates conduct commercial relationships in the Executive will not directly or indirectly employ or offer employment (ordinary course of business in connection their respective businesses other than the Prohibited Business with any business which is in competition with any line customer or supplier of business conducted by the Company or any of its Affiliates) to any person who was employed by Business. Notwithstanding the Company or foregoing, neither Seller nor any of its Affiliates unless such person shall have ceased to be employed by the Company prohibited from acquiring or owning (i) less than an aggregate of twenty percent (20%) of any class of its Affiliates for equity interests in a period of at least twelve (12) months; and (iv) the Executive will not Person engaged, directly or indirectly assist others indirectly, in engaging a Prohibited Business or (ii) a Person that engages, directly or indirectly, in any a Prohibited Business if such Prohibited Business accounts for less than twenty percent (20%) of such Person’s consolidated annual revenues. “Prohibited Business” means the Business as conducted as of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenantsClosing Date other than the design, one for each county, town, city manufacture and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any sale of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedproducts set forth on Schedule 5.4(a). (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: During (i) the Executive will not Term of this Agreement, (ii) the Consulting Period, if any, under Paragraph 8(b) hereof, and (iii) the Additional Consulting Period, if the Company has elected to retain the Employee to serve as a consultant to the Company, the Employee shall not, directly or indirectly engage indirectly, without the prior written consent of the Company, provide consultation services or otherwise provide services to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is then a competitor of the Company, including any entity engaged in the business of providing vehicle emissions testing services or services directly related thereto that comprise a material portion of the Company's business or any other business which that is in competition with any line of business conducted definitely planned by or that is under development by the Company or any of its Affiliatesaffiliates during the Employee's employment (if Employee is currently employed) or at the time of the Employee's date of termination (each such competitor a "Competitor of the Company"); PROVIDED, includingHOWEVER, but not limited tothat the "beneficial ownership" by the Employee, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than either individually or as a holder member of less than 1% a "group" (as such terms are used in Section 13(d) of the outstanding capital Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 13D under the Exchange Act) of not more than five percent (5%) of the voting stock of any publicly held corporation shall not alone constitute a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance violation of services for any customer or client of this Agreement. It is further expressly agreed that the Company will or any of its Affiliates; (iii) would suffer irreparable injury if the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates Employee were to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment compete with the Company or any subsidiary or affiliate of its Affiliates. Moreoverthe Company in violation of this Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive will not directly or indirectly employ or offer employment (Employee further consents and stipulates to the entry of such injunctive relief in connection such a court prohibiting the Employee from competing with any business which is in competition with any line of business conducted by the Company or any subsidiary or affiliates of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) violation of this Section 7.01(a) aboveAgreement. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges Consultant expressly covenants and recognizes agrees that Consultant will not, during the highly Term and for a period of one (1) year thereafter, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render consulting services to, or have any connection with, any business engaged in the design, development, marketing, installation or support of warehouse management systems or other computer integrated or turnkey systems or any business which provides products or services which are directly competitive nature with the Company's products or services as they exist on the date of this Agreement in the United States; provided, however, that Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time three percent (3%) of any class of stock or securities of such company. (b) If any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Consultant declares that the foregoing time limitations are reasonable and properly required for the adequate protection of the business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have deemed reasonable. (d) The existence of any claim or cause of action by Consultant against the Company and its Affiliates and accordingly agrees that during the term or any subsidiary of the Executive’s employment and for Company other than under this Agreement shall not constitute a period of two (2) years after defense to the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted enforcement by the Company or any such subsidiary of its Affiliates, includingthe foregoing restrictive covenants, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder claim or cause of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person action shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovelitigated separately. (be) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms Subject to the covenant contained in the preceding subsections. Ifforegoing, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained nothing in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine prevent Consultant from accepting any employment or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability consulting engagements of any of the other restrictions contained hereinkind or from otherwise accepting any business opportunity.

Noncompetition. (a) The Executive Employee acknowledges and recognizes that, in the highly competitive nature course of the business of the Employee’s employment with Company and its Affiliates affiliates (including its predecessor and accordingly any successor entities), Employee has become familiar, or will become familiar, with Company’s and its affiliates’ trade secrets and with other confidential information, knowledge or data concerning Company, its affiliates and its predecessors, and that Employee’s services have been and will be of special, unique and extraordinary value to Company and its affiliates. Therefore, Employee agrees that during the term of the Executive’s employment that, while employed and for a period of two twelve (212) years after months following his termination of employment with LTXC for any reason (the termination thereof: (i) the Executive will not “Noncompetition Period”), Employee shall not, directly or indirectly engage indirectly, own, manage, operate, control, be employed by (whether as an employee, director consultant, independent contractor or otherwise, and whether or not for compensation) or render services in any business capacity to a Competing Business (as defined below), in any country in which is in competition with any line of business conducted by the Company or any of its Affiliatesaffiliates conducts business. For purposes of this Agreement, includinga “Competing Business” shall mean any person, but firm, corporation or other entity, in whatever form, engaged in any business in which Company or any of its affiliates engage, including the design, manufacture, sale, and/or servicing of automatic test equipment. Nothing herein shall prohibit Employee from being a passive owner of not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less more than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, equity interest in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct entity which is prohibited pursuant to publicly traded, so long as Employee has no active participation in the business of such entity. Each of Employee and Company intends that this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in non-competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person provision shall have ceased be deemed to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and every county of each and every state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or United States of America and for each and every jurisdiction within any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed other country where this provision is intended to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedeffective. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Participant agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreoverthat, for as long as the Executive will not directly or indirectly employ or offer employment (in connection with any business which Participant is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless Subsidiaries and continuing for twelve (12) months (or such person shall longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 4) following a termination of such employment under Sections 3(a)(v) or (vi) of this Agreement or that occurs after any of the Market Share Units have ceased to be employed by vested, the Participant will not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia, or in any other geographic area throughout the world (a) in which the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging Subsidiaries has engaged in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. that comprise a Competing Business during the Participant’s employment, or (b) The covenant contained in Section 7.01(a)(i) above is intended which the Participant has knowledge of the Company’s plans to be construed as engage in any of the activities that comprise a series of separate covenantsCompeting Business (including, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. Ifwithout limitation, in any judicial proceeding, area in which any customer of the court shall refuse to enforce Company or any of the separate covenants (or any part thereof) deemed included in such subsectionsits Subsidiaries may be located); provided, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed however, that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement Section 4 shall apply solely to those activities of a Competing Business, with which the Participant was personally involved or for which the Participant was responsible while employed by the Company or its Subsidiaries during the twelve (12) month period preceding termination of the Participant’s employment. This Section 4 will not be rendered void but violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or more publicly-traded companies that engage in a Competing Business. The restrictions of this Section 4 shall be deemed amended to also apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained during the continued settlement period after Retirement described in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 3(a)(vi).

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Participant agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreoverthat, for so long as the Executive will not directly or indirectly employ or offer employment (in connection with any business which Participant is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless Subsidiaries and continuing for twelve (12) months (or such person longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 5) following a termination of such employment that occurs after any of the Options have vested (whether or not such Options have been exercised), the Participant shall have ceased to be employed by not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia or in any other geographic area throughout the world (a) in which the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging Subsidiaries has engaged in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. that comprise a Competing Business during the Participant’s employment, or (b) The covenant contained in Section 7.01(a)(i) above is intended which the Participant has knowledge of the Company’s plans to be construed as engage in any of the activities that comprise a series of separate covenantsCompeting Business (including, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. Ifwithout limitation, in any judicial proceeding, area in which any customer of the court shall refuse to enforce Company or any of the separate covenants (or any part thereof) deemed included in such subsectionsits Subsidiaries may be located); provided, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed however, that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement Section 5 shall apply solely to those activities of a Competing Business, with which the Participant was personally involved or for which the Participant was responsible while employed by the Company or its Subsidiaries during the twelve (12) month period preceding termination of the Participant’s employment. This Section 5 will not be rendered void but violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or more publicly-traded companies that engage in a Competing Business. The restrictions of this Section 5 shall be deemed amended to also apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained during the period after Retirement until vested Options become exercisable described in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 4(a).

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Employment Period and, in the case of a termination of the business of the Company and its Affiliates and accordingly agrees that during the term of the ExecutiveEmployee’s employment and for Cause, for a period of two six (26) years after months following the date of termination thereof: of employment, or, in the case of a termination of the Employee’s employment without Cause, for a period of one day following the date of termination of employment (the “Covered Period”), the Employee agrees not to engage in any Competitive Activity within the States of New York, California and Wyoming. As used herein, the term “Competitive Activity” shall mean the following: (i) providing competitive services, other than on behalf of the Executive will not directly or indirectly engage in Company, to any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is Customer (as defined below); (ii) serving as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representativerepresentative of, or otherwise associating in any Restricted Territory; other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than the Company, engaged in the business of oil and gas exploration, drilling and production or any other business in which the Company is engaged (iieach, a “Competitive Enterprise”), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Executive will not perform Employee shall be allowed to passively own for investment purposes, directly or solicit indirectly, no more than ten percent (10%) of the performance issued and outstanding publicly traded securities of services for any customer issuer engaged in a Competitive Enterprise); (iv) soliciting or client inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or any of its Affiliates; (iii) one or more affiliates to leave the Executive will not directly employ or indirectly induce any employee retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its Affiliates affiliates to (1) engage in any activity withdraw, curtail or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment cancel its business relationships with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment affiliate thereof (in connection with any business which is in competition with any line of business conducted unless expressly requested to do so by the Company or any as part of its Affiliates) to the Employee’s employment services provided hereunder). As used in this Section 9, the term “Customer” shall include any person who is or was employed by a customer of the Company or an affiliate thereof at any of its Affiliates unless such person shall have ceased to be employed by time during the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) commencing with the Executive will not directly or indirectly assist others in engaging in any Employment Period through the end of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCovered Period. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. 8.3.1 If the Company terminates Employee's employment for Cause, as defined in Section 5.3, or Employee terminates his employment with the Company other than for Good Reason, as defined in Section 5.4, Employee will not, for the two (a2) The Executive acknowledges and recognizes year period following the highly competitive nature termination of Employee's employment under this Agreement, without the prior written consent of the Board, be or remain employed or retained by, or consult with or render any services for any person, firm, partnership, joint venture, limited liability company, association, corporation or other business organization, entity or enterprise engaged in any business, which competes directly or indirectly with the business in which the Company, or any of its subsidiaries or affiliates, is engaged at any time during the term of this Agreement; provided, however, (i) nothing contained in this Section 8. 3.1 shall prevent Employee from being employed by a company whose business activities compete, directly or indirectly, with the Company so long as Employee is employed in a capacity or a division, unit or separate portion of that other company which does not compete with the business of the Company Company, and its Affiliates and accordingly (ii) the provisions of this Section 8.3.1 shall not apply if Employee elects to give notice of non-extension as provided in Section 2 prior to the end of the Initial Employment Term or any one-year renewal period thereafter. Employee hereby further agrees that Employee will not solicit or endeavor to entice away from the Company, or any of its affiliates or subsidiaries, any person who is, or was during the term then most recent twelve month period, employed by or associated with the Company, nor will Employee solicit or endeavor to entice away from the Company, or any of its affiliates or subsidiaries, any person or entity who is, or was within the then most recent twelve month period, a customer, client or prospect of the Executive’s employment Company. The period during which the obligations of this Section 8.3 shall apply to Employee shall be extended by a period of time equal to any period during which Employee shall be in breach of such obligations. 8.3.2 If the Company gives Employee notice of its intention not to extend this Agreement for an additional one-year period beyond December 31, 1999 in accordance with Section 2 above, the Company, in its sole discretion, shall have the option and right, by giving notice to Employee and paying to Employee an amount equal to Employee's Base Salary as currently in effect (such amount to be payable at intervals consistent with the Company's payroll practices for other senior executives) to prevent Employee from competing with the Company for a period of two one (21) years after year following the termination thereof:of Employee's employment under this Agreement in the same manner as set forth in Section 8.3.1 above. 8.3.3 If this Agreement is extended for additional one-year periods beyond December 31, 1999 in accordance with Section 2 above and, thereafter, either (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any gives Employee notice of its Affiliatesintention not to extend the terms of this Agreement for additional one-year periods, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform Company terminates Employee without Cause, or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) Employee resigns for Good Reason, the Executive will not directly or indirectly induce any employee of Company, in its sole discretion, shall have the Company or any of its Affiliates option and right, by giving notice to Employee and paying to Employee an amount equal to Employee's Base Salary as currently in effect (1such amount to be payable at intervals consistent with the Company's payroll practices for other senior executives) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment prevent Employee from competing with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve one (121) monthsyear following the termination of Employee's employment under this Agreement in the same manner as set forth in Section 8.3.1. 8.3.4 Employee shall not be required to mitigate the amount of any payment provided in Sections 8.3.2 and 8.3.3 by seeking other employment; andprovided, however, if Employee violates or breaches the non-competition provisions set forth in Sections 8.3.2 and 8.3.3, the amount of any payment provided in Sections 8.3.2 and 8.3.3 will be discontinued, in addition to all other legal and equitable remedies available to the Company. (iv) 8.3.5 The restrictions set forth in this Section 8 are considered by the Executive will not directly parties to be reasonable. However, if any such restriction is found to be unenforceable because it extends for too long a period of time or indirectly assist others in engaging in any over too great a range of activities or is too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which are prohibited under clauses (i)-(iii) it may be enforceable. In the event of a breach or a threatened breach of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants8, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant the Company shall be deemed identical in terms entitled to the covenant contained in the preceding subsections. Ifan injunction restraining Employee from committing or continuing such breach, in as well as to any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive all other legal and equitable remedies permitted by law but only if the Company consider the restrictions contained in has fulfilled all its obligations to Employee pursuant to this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAgreement.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two Each Seller who owns at least three percent (23%) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of the Company will, for a publicly traded corporation)period of five (5) years from the Closing Date, consultantrefrain from, advisoreither alone or in conjunction with any other Person, agent or sales representativedirectly or indirectly through its present or future Affiliates: (i) employing, in engaging or seeking to employ or engage any Restricted TerritoryPerson who within the prior twenty-four (24) months had been an officer or employee of the Company or a Subsidiary, unless such officer or employee (A) resigns voluntarily (without any solicitation from any Seller or any of their Affiliates) or (B) is terminated by the Company or any Subsidiary or Purchaser other than for cause after the Closing Date; (ii) the Executive will not perform causing or solicit the performance of services for attempting to cause (A) any client, customer or client supplier of the Company or any Subsidiary to terminate or materially reduce its business with the Company and the Subsidiaries or (B) any officer, employee or consultant of its Affiliatesthe Company or any Subsidiary to resign or sever a relationship with the Company or a Subsidiary; (iii) the Executive will not directly disclosing (unless compelled by judicial or indirectly induce administrative process) or using any employee of confidential or secret information relating to the Company or any of its Affiliates to the Subsidiaries or any of their respective clients, customers or suppliers; or (1iv) engage participating or engaging in (other than through the ownership of five percent (5%) or less of any activity or conduct which is prohibited pursuant to this Section 7.01class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending assistance (2financial or otherwise) terminate such employee’s employment with to any Person participating or engaged in, any of the lines of business in which the Company or any of its Affiliates. Moreover, the Executive will not directly Subsidiaries is participating or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by engaged on the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging Closing Date in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovejurisdiction. (b) The covenant contained parties hereto recognize that the Laws and public policies of the various states of the United States and foreign jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section 7.01(a)(ibe enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) above is intended of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be construed as a series of separate covenantsinvalid or unenforceable, one for each county, town, city and state such invalidity or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) unenforceability shall be deemed to be eliminated from this Agreement for the purpose of those proceedings apply only with respect to the extent necessary operation of such provision in the particular jurisdiction in which such determination is made and not with respect to permit the remaining separate covenants (any other provision or portions thereof) to be enforcedjurisdiction. (c) It is expressly understood The parties hereto acknowledge and agreed agree that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court any remedy at Law for any breach of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not Section would be rendered void but shall be deemed amended inadequate, and each Seller hereby consents to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if the granting by any court of competent jurisdiction finds an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that any restriction contained in this Agreement is unenforceable, and the breach or threatened breach of such restriction cannot provisions may be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffectively restrained.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Each Seller will, for a period of two (2) five years after from the termination thereofClosing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Subsidiaries: (i) employing, engaging or seeking to employ or engage any Person who within the Executive will not directly or indirectly engage in any business which is in competition with any line prior twelve months had been an employee of business conducted by the Company Purchaser or any of its Affiliates, including, but not limited to, where unless such engagement employee (A) resigns voluntarily (without any solicitation from any Seller or any of its Affiliates) or (B) is as an officer, director, proprietor, employee, partner, investor (other than as a holder terminated by Purchaser or any of less than 1% of its Affiliates after the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted TerritoryClosing Date; (ii) the Executive will not perform causing or solicit the performance of services for attempting to cause (x) any client, customer or client supplier of the Company Business or Purchaser to terminate or materially reduce its business with Purchaser or any of its Affiliates or to resign or sever a relationship with Purchaser or any of its Affiliates; (iii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Executive will not directly Business or indirectly induce Purchaser or any employee client, customer or supplier of the Company Business or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) monthsPurchaser; andor (iv) the Executive will not directly participating or indirectly assist others in engaging in or otherwise lending assistance (financial or otherwise) to any Person participating or engaged in, on a contract services basis to third parties in the ordinary course of business, any of the lines of business which comprised the Business on the Closing Date worldwide, except the foregoing shall not prevent Sellers from participating or engaging or otherwise lending assistance (financial or otherwise) to any Person participating or engaged in (A) any such activities which are prohibited under clauses incidental to Sellers' manufacture of product for its customers, or (i)-(iiiB) that portion of this Section 7.01(athe Business which involves working with OEM or other supplier customers to plan, design, engineer, procure, manufacture, distribute and/or install accessory related products (with all of the foregoing collectively referred to as "Full Service Accessories Supply") aboveso long as Sellers' involvement for nine months after the Closing Date is as an investor in, or supplier to, other companies (including Purchaser) who are engaged in Full Service Accessories Supply to OEM customers, and provided further, that the foregoing restriction shall not prevent Sellers from acquiring or otherwise investing in a company or companies in which the gross annual sales of any such company attributable to activities competitive to the Business does not exceed the lesser of (i) 30% of such company's gross annual sales, and (ii) $30,000,000. In the event that Sellers or any of their Subsidiaries acquire a business where such 30% or $30,000,000 threshold is exceeded, not later than one year from the date of acquisition, such Person shall divest itself of that portion of such acquired business in excess of such threshold percentage or amount. (b) The covenant contained parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section 7.01(a)(i8.07. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) above is intended of any provisions of this Section 8.07 shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section 8.07 shall be determined to be construed as a series of separate covenantsinvalid or unenforceable, one for each county, town, city and state such invalidity or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) unenforceability shall be deemed to be eliminated from this Agreement for the purpose of those proceedings apply only with respect to the extent necessary operation of such provision in the particular jurisdiction in which such determination is made and not with respect to permit the remaining separate covenants (any other provision or portions thereof) to be enforcedjurisdiction. (c) It is expressly understood The parties hereto acknowledge and agreed agree that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court any remedy at Law for any breach of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not Section 8.07 would be rendered void but shall be deemed amended inadequate, and each Seller hereby consents to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if the granting by any court of competent jurisdiction finds an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that any restriction contained in this Agreement is unenforceable, and the breach or threatened breach of such restriction cannot provisions may be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffectively restrained.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Employment Period and, in the case of a termination of the business of the Company and its Affiliates and accordingly agrees that during the term of the ExecutiveEmployee’s employment and for Cause, for a period of two six (26) years after months following the date of termination thereof: of employment, or, in the case of a termination of the Employee’s employment without Cause, for a period of one day following the date of termination of employment (the “Covered Period”), the Employee agrees not to engage in any Competitive Activity within the States of New York, California, New Mexico, Texas and Wyoming. As used herein, the term “Competitive Activity” shall mean the following: (i) providing competitive services, other than on behalf of the Executive will not directly or indirectly engage in Company, to any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is Customer (as defined below); (ii) serving as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representativerepresentative of, or otherwise associating in any Restricted Territory; other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than the Company, engaged in the business of oil and gas exploration, drilling and production or any other business in which the Company is engaged (iieach, a “Competitive Enterprise”), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Executive will not perform Employee shall be allowed to passively own for investment purposes, directly or solicit indirectly, no more than ten percent (10%) of the performance issued and outstanding publicly traded securities of services for any customer issuer engaged in a Competitive Enterprise); (iv) soliciting or client inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or any of its Affiliates; (iii) one or more affiliates to leave the Executive will not directly employ or indirectly induce any employee retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its Affiliates affiliates to (1) engage in any activity withdraw, curtail or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment cancel its business relationships with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment affiliate thereof (in connection with any business which is in competition with any line of business conducted unless expressly requested to do so by the Company or any as part of its Affiliates) to the Employee’s employment services provided hereunder). As used in this Section 9, the term “Customer” shall include any person who is or was employed by a customer of the Company or an affiliate thereof at any of its Affiliates unless such person shall have ceased to be employed by time during the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) commencing with the Executive will not directly or indirectly assist others in engaging in any Employment Period through the end of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCovered Period. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Executive agrees that during the period of his employment with the Company and for the one (a1) The year period immediately following (i) termination of such employment for any reason by the Company for Cause or by Executive acknowledges without Good Reason or (ii) termination of such employment by the Company without Cause or by the Executive with Good Reason, unless Executive agrees at such time in writing within 5 days of such termination to waive his rights to receive the amounts set forth in clauses (ii) and recognizes (iii) of each of Sections 5(b) and (c) above (in which case the highly competitive nature provisions of this Section 6(a) shall not apply, it being understood that Executive shall still be required to deliver the release of claims described in each of Sections 5(b) and (c) above in order to receive the rights set forth in clauses (i) and (iv) of each of Section 5(b) and (c) above). Executive shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with more than 20% of the business activities of the Company or its affiliates in the United States. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its Affiliates affiliates, imposes no undue hardship on Executive, is not injurious to the public, and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) violation of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate restrictive covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, specifically enforceable in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedwith jurisdiction upon short notice. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes that the highly competitive nature Business was conducted prior to the date of the business of this Agreement by the Company throughout North America, South America and its Affiliates and accordingly Europe (the "Restricted Area") and, therefore, agrees that that, during the term of his employment with the Executive’s employment Company and for a period of two five (25) years after the termination thereof: (i) of his employment with the Executive will not Company for any reason, he shall not, without the prior written consent of the Company, directly or indirectly engage indirectly, own, develop, manage, operate, join, control or participate in the ownership, management, operation or control of, or become an employee or independent contractor of, or consultant to, any business which is in competition competes with any line of business the Business as conducted by the Company or any of its Affiliatessubsidiary companies, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) successors in the Executive will past, during the term of Executive's employment hereunder, for the duration of Executive's agreement not directly to compete pursuant to this Section 5.3., by selling such products, or indirectly induce any employee of providing such services, as the Company Company, or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01subsidiary companies, or (2) terminate such employee’s employment with the Company or any of its Affiliatessuccessors, sells or provides. MoreoverThis restriction will apply within the Restricted Area. The foregoing notwithstanding, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person nothing herein shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceableprohibit or restrict Executive from (i) activities of the type described above where the business is not a CRO (or is not then contemplated to be a CRO) but is a manufacturer of pharmaceuticals, therapeutics or diagnostics provided that such finding shall manufacturer is not affect a customer for which the enforceability Business has provided services within the one-year period preceding the Executive's employment with the manufacturer, or (ii) owning less than five percent (5%) of the outstanding common stock of any corporation, the stock of which is publicly traded on a national securities exchange or in the over-the-counter market, that competes with the Company. Executive further agrees that, during his employment with the Company, he shall use his best efforts to preserve the Business and the organization of the other restrictions contained hereinCompany, to keep available to the Company the services of its employees, and to preserve for the Company its and his favorable business relationships with suppliers, customers and others with whom the Company and Executive have business relationships.

Noncompetition. Executive agrees that during the period of her employment with the Company and for the one (a1) The year period immediately following (i) termination of such employment for any reason by the Company for Cause or by Executive acknowledges without Good Reason or (ii) termination of such employment by the Company without Cause or by the Executive with Good Reason, unless Executive agrees at such time in writing within 5 days of such termination to waive her rights to receive the amounts set forth in clauses (ii) and recognizes (iii) of each of Sections 5(b) and (c) above (in which case the highly competitive nature provisions of this Section 6(a) shall not apply, it being understood that Executive shall still be required to deliver the release of claims described in each of Sections 5(b) and (c) above in order to receive the rights set forth in clauses (i) and (iv) of each of Section 5(b) and (c) above). Executive shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with more than 20% of the business activities of the Company or its affiliates in the United States. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its Affiliates affiliates, imposes no undue hardship on Executive, is not injurious to the public, and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) violation of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate restrictive covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, specifically enforceable in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedwith jurisdiction upon short notice. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (ai) The Executive acknowledges and recognizes the highly competitive nature of the business of Unless the Company and its Affiliates and accordingly agrees waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during the term of the Executive’s employment and for a period 12 months following your cessation of two employment (2) years after the termination thereof: (i) the Executive "Noncompete Period"), you will not directly or indirectly engage in indirectly, alone or as a partner, equityholder, officer, director, manager, or employee of any other firm or entity, provide the same or similar services as you provided to the Company to any business which is in competition that competes with any line part of the Company's (or any of its subsidiaries') business as and where conducted as of the date of such termination of employment or with any part of the Company's (or any of its subsidiaries') contemplated business as of the date of termination of employment. For purposes of this clause (i), "equityholder" does not include the passive, beneficial ownership of less than 3% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), "the Company's business" includes business conducted by the Company or its affiliates and any of partnership or joint venture in which the Company or its Affiliatesaffiliates is a partner or joint venturer; provided that, including"affiliate" as used in this sentence will not include any entity in which the Company, but not limited todirectly or indirectly, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder has ownership of less than 1% one third of the outstanding capital stock voting equity. The Noncompete Period will be further extended by any period of a publicly traded corporationtime during which you are in violation of Section 9(b), consultant(c), advisor, agent or sales representative, in any Restricted Territory;(d). (ii) the Executive will not perform or solicit the performance of services for any customer or client of At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or any of its Affiliates; (iii) limit the Executive will time and/or geographic area in which you cannot directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.competitive activity

Noncompetition. (a) The Executive acknowledges and recognizes Consultant agrees that the highly competitive nature Consultant shall not, during the Employment Term or the three-year period immediately following the expiration of the business Employment Term (without regard to whether Consultant’s services as an employee or consultant under this Agreement have been terminated prior to the scheduled expiration of the Company and its Affiliates and accordingly agrees that during Employment Term or the term of Consulting Term) (such three-year period, the Executive’s employment and for a period of two (2“Applicable Period”) years after the termination thereofdirectly or indirectly: (i) the Executive will not directly form, or indirectly engage acquire a five (5%) percent or greater equity ownership, voting or profit participation interest in, or actively participate in, control, manage, finance a five (5%) percent or greater interest of, or invest a five (5%) percent or greater interest in, any Competitor (as defined below); or (ii) except as set forth in any business which is Section 7(c), associate (which, as used in competition with any line of business conducted by the Company or any of its Affiliatesthis Section 7, including, but not limited to, where such engagement is shall include association as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation)director, consultant, agent, representative or advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in Competitor. The Consultant acknowledges that engaging in any of the activities which are prohibited under clauses (i)-(iii) described in the preceding sentence shall inevitably require the use and/or disclosure of this Section 7.01(a) aboveConfidential Information. (b) The covenant contained in Section 7.01(a)(iFor purposes of this Agreement, a “Competitor” is any bank, savings and loan or other financial institution, that operates or has a physical location within the State of Arkansas and/or Oklahoma (collectively, the “Restricted Area”) above is intended or could reasonably be construed to be construed as a series of separate covenants, one for each county, town, city in competition with Parent and state or other political subdivision of a the Company within the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedArea. (c) It is expressly understood and agreed that although Notwithstanding the Executive and the Company consider the restrictions contained in foregoing provisions of this Section 7.01 7, the Consultant shall be deemed not to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, violate the provisions of this Agreement shall not be rendered void but shall be deemed amended Section 7(a) with respect to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds a Competitor that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any headquartered outside of the other restrictions contained hereinRestricted Area if the Consultant is associated with such Competitor in an executive or operational capacity outside the Restricted Area so long as the operations of such Competitor in the Restricted Area do not constitute such Competitor’s principal business and any responsibility that the Consultant has for the local operations of such Competitor in the Restricted Area are not directly included within the Consultant’s personal responsibilities for such Competitor (it being understood, however, that it would be a violation of Section 7(a) for such Consultant to associate with a Competitor and either (i) direct or have more than an indirect and secondary responsibility for the introduction or strategic expansion of a Competitor’s business in the Restricted Area or (ii) solicit or cause others to solicit customers or employees of Parent or the Company in connection with such introduction or strategic expansion).

Noncompetition. (a) The Executive acknowledges Independent of any obligation under any other contract or agreement between Employee and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Company, for a period of two one (21) years after year following the termination thereof: (i) of Employee’s employment relationship with the Executive will not Company, Employee shall not, directly or indirectly engage in indirectly, whether as an individual for his own account, or for or with any business other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, which is or intends to be engaged in competition with any line biotechnology business and, more particularly, that provides technologies for DNA/RNA analysis and purification utilizing DHPLC technologies (provided, however, that the restrictions set forth in this clause shall not apply to involvement that consists solely of business conducted by “beneficially owning,” as such term is used in Rule 13d-3 promulgated under the Company Exchange Act 2% or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock securities of any class of securities issued by a publicly publicly-traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory;entity): (iia) Solicit, interfere with, or endeavor to entice away from the Executive will not perform Company, any person, firm, corporation, partnership, or solicit entity of any kind whatsoever, which was or is a client or licensor of the performance Company, for which the Company performed services, with respect to any business, product or service that is competitive to the products or services offered by the Company, or under development by the Company, as of services for any customer the date of the termination of Employee’s relationship with the Company. This restriction shall apply only to such clients or client licensors of the Company as were serviced or solicited by Employee at any time during the one (1) year prior to the separation of its Affiliates; (iii) Employee’s relationship with the Executive will not directly Company, either as an independent contractor or indirectly induce any as an employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above.Company; (b) The covenant contained in Section 7.01(a)(i) above is intended Solicit or endeavor to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce induce any of the separate covenants (Company’s employees or any part thereof) deemed included in consultants to terminate their relationship with the Company, or take away such subsectionsemployees or consultants, then such unenforceable covenant (or such part) shall be deemed attempt to be eliminated from this Agreement solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (Employee or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or for any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine person or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.entity;

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two one (21) years year after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. Notwithstanding the foregoing, the Executive may serve as an advisor to any person or entity that is not directly engaged in a business which is in competition with any line of business conducted by the Company or any of its Affiliates after the Executive receives the Company’s written permission, which shall not be unreasonably withheld. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Term of the business of this Agreement, the Company agrees to provide the Executive with continued access to Confidential Information, including Confidential Information regarding refinements in the Company's proprietary technologies and its Affiliates strategic planning for new products and accordingly agrees that during refinements to existing products and attendance at the term training programs conducted by the Company regarding sales and marketing and underwriting and purchasing of new and existing products. (b) As an inducement for the Executive’s employment Company's agreement in Section 2.3(a) and in exchange for the other consideration provided by the Company under this Agreement, for a period of two twelve (212) years after months from the termination thereoflast day of the Term: (i) the Executive will not shall not, directly or indirectly indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend his name or any similar name to, lend his credit to, or render services or advice to, (A) any business which that is involved in competition with the design, manufacturing, marketing, distribution or sale of ergonomic chairs and other office products (the "BUSINESS") in any line foreign country or state in the United States where (as of business conducted by the end of the Term) the Company or any Affiliate is engaged in the Business, or where the Executive has been involved in strategic planning on behalf of its Affiliatesthe Company or any Affiliate to do the Business; provided, includinghowever, in each case, that the Executive may purchase or otherwise acquire up to (but not limited to, where more than) five percent of any class of securities of any enterprise (but without otherwise participating in the activities of such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the outstanding capital stock Securities Exchange Act of a publicly traded corporation)1934. The Executive agrees that this covenant is reasonable with respect to its duration, consultantgeographical area, advisor, agent or sales representative, in any Restricted Territory;and scope and that his skills and experience (ii) the Executive will not perform shall not, directly or solicit the performance of services indirectly, either for any customer or client of the Company himself or any of its Affiliates; other Person; (iiiA) the Executive will not directly induce or indirectly attempt to induce any employee of the Company or any Affiliate to leave the employ of its Affiliates to the Company or any Affiliate; (1B) engage in any activity such way interfere with the relationship between the Company or conduct which is prohibited pursuant to this Section 7.01any Affiliate and any employee thereof; (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, in any business engaged in the Business, any employee of the Company or any Affiliate; or (2D) terminate such employee’s employment induce or attempt to induce any customer, supplier, licensee, or business relation of the Company or any Affiliate to cease doing business with the Company or any Affiliate, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any Affiliate; and (iii) the Executive shall not, directly or indirectly, either for himself or any other Person, solicit the business of its Affiliatesany Person known to the Executive to be a customer or potential customer of the Company (meaning a Person with which the Company has contacted or has developed plans to contact regarding establishing a customer relationship) or any Affiliate, whether or not the Executive had personal contact with such Person, with respect to any person who was employed by products, services or other business activities which compete in whole or in part with the products, services or other business activities of the Company or any Affiliate of its Affiliates unless such person the Company; and (c) the Executive shall have ceased to be employed by not, at any time during or after the Term, disparage the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly Affiliate, or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovetheir respective partners, shareholders, directors, officers, employees, or agents. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. In the event the Purchase Price is paid to the Executive, the Executive shall not, for period of 12 months after the Date of Termination, engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a "Competitive Activity" shall mean any business or other endeavor that engages in any state in which the Company has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or any substantial part of the Company's business as of the Date of Termination; provided, that, a Competitive Activity shall not include (i) any speaking engagement to the extent such speaking engagement does not promote or endorse a product or service of the Business, (ii) the writing of any book or article relating to subjects other than the Business (e.g., nonfiction relating to the Executive's career or general business advice) or (iii) the television, video or movie business. The Executive shall be considered to have become "associated with a Competitive Activity" if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of the Executive's personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Executive shall not be prohibited from (a) The Executive acknowledges and recognizes the highly competitive nature owning less than five percent (5%) of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will any publicly traded corporation, whether or not directly or indirectly engage in any business which such corporation is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed serving as a series director of separate covenants, one for each county, town, city and state a corporation or other political subdivision entity the primary business of which is not a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsectionsCompetitive Activity. If, in at any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executivetime, the provisions of this Agreement shall not be rendered void but Section 9(b) shall be deemed determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9(b) shall be considered divisible and shall become and be immediately amended to apply only such area, duration and scope of activity as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate shall be determined to be enforceable. Alternatively, if reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 9(b) as so amended shall be valid and binding as though any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction caninvalid or unenforceable provision had not be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained been included herein.

Noncompetition. During the Term and for the twenty four (a24) The Executive acknowledges and recognizes month period immediately following the highly competitive nature termination of employment, regardless of the business of reason for such termination and regardless whether this Agreement has terminated or expired (the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: “Restricted Period”), Executive shall not, directly or indirectly: (i) engage in, manage, operate, control, supervise, or participate in the Executive will not directly management, operation, control or indirectly engage in supervision of any company or entity that competes with any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; subsidiaries (a “Competitor”, as further defined below) or serve as an employee, consultant or in any other capacity for a Competitor; (ii) have any ownership or financial interest, directly, or indirectly, in any Competitor including, without limitation, as an individual, partner, shareholder (other than as a shareholder of a publicly-owned corporation in which the Executive owns less than two percent (2%) of the outstanding shares of such corporation), officer, director, employee, principal, agent or consultant; or (iii) serve as a representative of any Competitor; provided, that if the Executive will not provides services to a multi-strategy organization that includes a unit, division, subsidiary or affiliate (any of which, a “Unit”) that engages in a Competitor business, but the Executive does not, directly or indirectly induce any employee indirectly, provide services to the Unit that is engaged in the Competitor business, then the Executive shall not be in violation of this Section 13(a); provided that the Executive puts up a “chinese wall” between the Unit he works in or for and the Unit engaging in the Competitor business which shall be approved in the reasonable discretion of the Company. For the purposes of this Agreement, “Competitor” shall further mean any company or entity, whether located in the United States, Canada or elsewhere, that engages in (i) the supply, commercialization, development, manufacture and/or distribution of solutions to the neurology market and neurological diagnostic devices or (ii) other developments that the Company or has taken material measures toward executing as of the termination date from any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveassets. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers and/or partners of the Company. The Executive also acknowledged that any Confidential Information learned by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary, for the protection of the Company’s business, that the Executive not compete with the Company during the Term and not Compete with the Company for a reasonable period after the Term, as further described in the following provisions. Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter: (a) The Executive acknowledges and recognizes the highly competitive nature of the will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business of entity, other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for or a period of two (2) years after the termination thereof: (i) the Executive will not directly Related Company, engage in or indirectly assist any other person or entity to engage in any business which is in competition directly or indirectly competes with any line business in which the Company or Related Company is engaging or in which the Company or Related Company plans to engage or is actively evaluating engaging, during or at the time of business conducted by the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of its Affiliatesless than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity that is publicly traded or privately held; and (b) The Executive will not, includingdirectly or indirectly, but not limited individually or as a consultant to, where such engagement is as an or employee, officer, director, proprietormanager, employeestockholder, partner, investor (member or other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent owner or sales representative, participant in any Restricted Territory; (ii) business entity solicit or endeavor to entice away from the Executive will not perform Company or solicit any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the performance of services for any customer or client business relationship of the Company or any Related Company with, any person or entity who is, or was within the one-year period immediately prior to the termination of its Affiliates; the Executive’s engagement hereunder, (iiii) the Executive will not directly employed by or indirectly induce any employee of a consultant to the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Related Company or (2ii) terminate such employee’s employment a customer or client of, supplier to or other party having material business relations with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveRelated Company. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes that the highly competitive Executive performs services of a unique nature of the business of for the Company that are irreplaceable, and its Affiliates and accordingly agrees that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the term of the Executive’s employment hereunder and for a period of two eighteen (218) years after months thereafter, the termination thereof: (i) Executive agrees that the Executive will not not, directly or indirectly engage indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in the research, development or sale of Duchenne Muscular Dystrophy treatments, oligonucleotide based therapies, or chemistry platforms that compete with Company or any of its subsidiaries or affiliates or in any other material business in which is in competition with any line of business conducted by the Company or any of its Affiliatessubsidiaries or affiliates is engaged on the date of termination or in which they have planned, includingon or prior to such date, but to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor more than one percent (other than as a holder of less than 1% %) of the outstanding capital stock equity securities of a publicly traded corporation), consultant, advisor, agent or sales representative, corporation engaged in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage a business that is in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment competition with the Company or any of its Affiliatessubsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation. MoreoverIn addition, the provisions of this Section 10(b) shall not be violated by the Executive will not directly commencing employment with a subsidiary, division or indirectly employ or offer employment (unit of any entity that engages in connection with any a business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by subsidiaries or affiliates so long as the Executive and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company subsidiaries or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveaffiliates. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Until the later of (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two five (25) years after completion of the Merger or (b) three (3) years after termination thereof: of Stockholder's employment with Parent, Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (i) own, manage, operate, join, control, finance or participate in the Executive will not directly ownership, management, operation, control or indirectly engage in any business which is in competition with any line of business conducted by the Company financing of, or any of its Affiliates, including, but not limited to, where such engagement is be connected as an officer, director, proprietor, employee, partner, investor principal, agent, representative, consultant, licensor, licensee or otherwise with, any business or enterprise engaged in any business which is competitive with the business of Company, within each of the geographical units which are listed in Appendix A hereto (the "Territory"), or (ii) engage in any other than manner, within the Territory, in any business which is competitive with the business of Company. For the purposes of this Section 3, the "business of Company" shall be defined as set forth in Appendix B hereto (which also includes a list of companies deemed by the parties to be in competition with the business of Company and therefore covered by the terms of this Noncompetition Agreement). Notwithstanding the above, Stockholder shall not be deemed to be engaged directly or indirectly in any business in contravention of subparagraphs (i) or (ii) above, if (x) Stockholder participates in any such business solely as a holder of less than passive investor in up to 1% of the outstanding capital stock equity securities of a company or partnership, the securities of which are publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01traded, or (2y) terminate Stockholder is employed by a business or enterprise that is engaged primarily in a business other than the business of Company and Stockholder does not apply his expertise at such employee’s employment business or enterprise to that part of such business or enterprise that is or could be competitive with the Company or any business of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCompany. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (ai) The Executive acknowledges During the Agreement Term, and recognizes for a period ending on the highly competitive nature later of the business of the Company and its Affiliates and accordingly agrees that during the term (i) July 13, 2010 or (ii) two years after termination of the Executive’s employment with the Company (the “Restrictive Period”): (A) The Executive shall not, without the express written consent of the Board, be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (as defined below) if (1) the duties or services which he would be fulfilling or providing are Restricted Duties (as defined below); and for a period of two (2) years after such services are to be provided with respect to the termination thereof:Restricted Area (as defined below). (iB) The Executive shall not, without the Executive will not express written consent of the Board, directly or indirectly engage own an equity interest in any business Competitor (other than ownership of 1% or less of the outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ System). (C) The Executive shall not, without the express written consent of the Board, solicit or attempt to solicit any person or entity who is then or, during the twelve-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), a customer or supplier of the Company or a Subsidiary, or a user of the services provided by the Company or a Subsidiary if (1) the customer or supplier was one with which the Executive had dealings during his employment with the Company; or (2) the customer or supplier is in competition with located within the Restricted Area. (D) The Executive shall not without the express written consent of the Board, solicit, entice, persuade, induce or hire any line of business conducted individual who is employed by the Company or any of its Affiliates, including, but not limited to, where Subsidiary (or was so employed within 90 days prior to the Executive’s action) to terminate or refrain from renewing or extending such engagement is as an officer, director, proprietor, employee, partner, investor (employment or to become employed by or enter into contractual relations with any other individual or entity other than as a holder the Company or any Subsidiary, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent any such actions by any other individual or sales representative, in any Restricted Territory;entity. (ii) the Executive will The term “Competitor” means any enterprise (including a person, entity, firm or business, whether or not perform incorporated) during any period in which it is engaged in or solicit the performance aiding others to conduct business that engages in, or plans to engage in, any line of services for any customer or client of business that the Company or any of its Affiliates; (iii) Subsidiaries engages in or has made plans to engage in during the Executive will not Agreement Term, or within the prior 12 months was engaged in, or otherwise competes, directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01indirectly, or (2) terminate such employee’s employment with the Company or any of its Affiliates. MoreoverSubsidiaries, other than Southern Computer Repair (“SCR”) (a company owned by the Executive will not directly Executive); provided that SCR limits its business to Apple product-related services and computer disposal services provided to or indirectly employ for the Company, or offer employment (for a third party in connection with any business which is in competition with any line of business conducted jointly by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive SCR and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompany.

Noncompetition. (a) The Executive acknowledges and recognizes agrees that, except in accordance with his duties under this Agreement on behalf of the highly competitive nature Company, he will not during the term of this Agreement: Participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which is engaged in the business of developing, licensing, selling technology, products or services which are directly competitive to any technology, products or services of the Company and or any of its Affiliates and accordingly agrees that subsidiaries during the term of the Executive’s 's employment and for a period of two (2) years after with the termination thereof: (i) Company, or which are directly competitive to any technology, products or services being actively developed, with the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted bona fide intent to market same, by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% subsidiaries during the term of the outstanding capital stock Executive's employment with the Company. In addition, the Executive agrees that for a period of one year after the end of the term of this Agreement (unless this Agreement is terminated due to a publicly traded corporationbreach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof, in which event the following shall be inapplicable), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will shall observe the covenants set forth in this Section 15 and shall not perform own, either directly or solicit indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, any partnership, corporation, or other entity which is engaged in the performance business of developing, licensing, selling technology, products or services for which are directly competitive to any customer to technology, products or client services of the Company or any of its Affiliates; (iii) subsidiaries during the term of the Executive's employment with the Company, or which are directly competitive to any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its subsidiaries. Executive will not further agrees, for such one year period following termination, to refrain from directly or indirectly induce soliciting Company's collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any employee such solicitation (i) in connection with developing, licensing or selling technology, products or services which are not directly competitive to any technology, products or services (A) of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01subsidiaries, or (2B) terminate such employee’s employment being actively developed, with the Company or any of its Affiliates. Moreoverbona fide intent to market same, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliatessubsidiaries, and (ii) to any person who was employed by which does not have a material adverse effect on the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCompany. (b) The covenant contained in Section 7.01(a)(i) above is intended Executive hereby agrees that damages and any other remedy available at law would be inadequate to be construed as a series of separate covenants, one for each county, town, city and state redress or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to remedy any loss or damage suffered by the covenant contained in the preceding subsections. If, in Company upon any judicial proceeding, the court shall refuse to enforce any breach of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose terms of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made 15 by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, and the provisions Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine Section 15 by injunction or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceablespecific performance, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of may obtain any of the other restrictions contained hereinappropriate remedy available in equity.

Noncompetition. (a) The Executive acknowledges and recognizes Except as otherwise consented to or approved in writing by Buyer, the highly competitive nature of the business of the Company and its Affiliates and accordingly Shareholder agrees that during the term of the Executive’s employment and for a period of two (2) years after 42 months from the termination thereof: (i) the Executive date hereof, he will not not, directly or indirectly engage in any business which is in competition with any line indirectly, acting alone or as a member of business conducted by the Company a partnership or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, holder of, or investor in as much as 5% of any security of any class of any corporation or other business entity (i) engage in competition with the business or businesses conducted by the Company, any of the Company Subsidiaries, on the date hereof, or in any Restricted Territory; service business the services of which are provided and marketed by the Company, any of the Company Subsidiaries, on the date hereof in any state of the United States, or any foreign country in which the Company, any of the Company Subsidiaries, transacts business on the date hereof; (ii) request any present customers or suppliers of the Executive will not perform or solicit the performance of services for Company, any customer or client of the Company Subsidiaries, to curtail or cancel their business with the Company, any of its Affiliates; the Company Subsidiaries, (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of the Executive will not directly Company, any of the Company Subsidiaries, Buyer or indirectly any affiliate of Buyer or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01Company, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) Company Subsidiaries, Buyer or any affiliate of Buyer to terminate his employment with such entity. The Shareholder agrees that if either the length of time or geographical area set forth in this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above 3.1 is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, too restrictive in any judicial court proceeding, the court shall refuse may reduce such restrictions to enforce those which it deems reasonable under the circumstances. The obligations expressed in this Section 3.1 are in addition to any other obligations that the Shareholder may have under the laws of any jurisdiction in which they do business requiring an employee of a business or a shareholder who sells his stock in a corporation (including a disposition in a merger) to limit his activities so that the goodwill and business relations of his employer and of the separate covenants corporation whose stock he has sold (and any successor corporation) will not be materially impaired. The Shareholder further agrees and acknowledges that the Company, each of the Company Subsidiaries and Buyer do not have any adequate remedy at law for the breach or threatened breach by the Shareholder of this covenant, and agree that the Company, each of the Company Subsidiaries or Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin the Shareholder from such breach or threatened breach. If any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed provisions of this Section 3.1 are held to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit invalid or against public policy, the remaining separate provisions shall not be affected thereby. The Shareholder acknowledges that the covenants (or portions thereof) to be enforced. (c) It is expressly understood set forth in this Section 3.1 are being executed and agreed that although delivered by such Shareholder in consideration of the Executive and the Company consider the restrictions covenants of Buyer contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableAgreement, and such restriction cannot be amended so as to make it enforceablefor other good and valuable consideration, such finding shall not affect the enforceability receipt of any of the other restrictions contained hereinwhich is hereby acknowledged.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Executive’s employment with the Company and, upon termination of the business of Executive’s employment with the Company and its Affiliates and accordingly agrees that Company, during the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 24 month period following the termination of Executive’s employment or (y) if such termination occurs after the expiration of this Agreement in accordance with its terms (a “Contract Expiration”), the period, if any, following termination of the Executive’s employment and for through the second anniversary of the Contract Expiration, Executive shall not, without the prior written consent of the Company, directly or indirectly, as a period stockholder owning beneficially or of two record more than 5% of the outstanding shares of any class of stock of any issuer, or as an officer, director, employee, partner, consultant, joint venturer, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in the United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Executive’s action (2) years after or, if Executive is not an employee of the termination thereof: Company at such time, the date his employment with the Company terminated), the Company had taken material steps toward becoming actively engaged in such business. For purposes of this Agreement, the term “Competing Business” shall mean any business which is engaged in (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by structuring, obtaining the Company or any of its Affiliates, financing for (including, but not limited to, where such engagement is as an officerraising capital for investment funds or vehicles established to invest in transactions sponsored, directorarranged or facilitated by the Company), proprietor, employee, partner, investor or otherwise implementing or facilitating long-term financing of corporate property using leasing arrangements (other than as a holder “Leasing Transactions”) or (ii) any activities that (x) compete with any aspect of less than 1the Company’s business that accounted for at least 5% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent Company’s revenues or sales representative, profits in any Restricted Territory; (ii) four of the Executive will not perform or solicit the performance of services for any customer or client last eight completed fiscal quarters of the Company or any ended prior to Executive’s termination of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, employment or (2y) terminate such employee’s employment with the Company compete or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection would compete with any business activities to which is in competition with any line of business conducted by the Company has committed significant resources to expand its presence, or any to enter into or otherwise commence, during the two year period prior to Executive’s termination of its Affiliates) to any person who was employed by employment and that the Company or any is still actively pursuing at the date of its Affiliates unless such person shall have ceased to be employed by the Company or any Executive’s termination of its Affiliates for a period of at least twelve employment (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses described in subclauses (i)-(iiix) of this Section 7.01(aand (y) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to hereafter called the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed “Other Material Operations”); provided that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained nothing in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended preclude Executive from providing services to apply as to such maximum time and territory and to such maximum extent any Competing Business so long as such court may judicially determine services do not relate, directly or indicate to be enforceable. Alternativelyindirectly, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.to

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature of Noncompetition Period (as hereinafter defined) each Key Person will not, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than the Company, (i) engage in or assist any other Person to engage in any Covered Business (as hereinafter defined) anywhere in the Covered Area (as hereinafter defined), (ii) solicit or endeavor to entice away from the Company, or offer employment or a consulting position to, or otherwise materially interfere with the business relationship of the Company and its Affiliates and accordingly agrees that during with, any Person who is, or was within the term one-year period prior thereto, an employee of or consultant to the Company who was primarily engaged in the Covered Business, or (iii) solicit or endeavor to entice away from the Company, endeavor to reduce the business conducted with the Company by, or otherwise materially interfere with the business relationship of the Executive’s employment and for a period of two (2) years after Company with, any Person with whom the termination thereof: Company has engaged in collaboration, services or licensing business discussions in the 12 months prior to the Closing, or other Person having business relations with, the Company, in each case who was primarily engaged in the Covered Business. Notwithstanding the foregoing, nothing in this Section 4.13 shall prohibit (i) the Executive will not directly any Key Person from (a) issuing a general solicitation for employment or indirectly engage in any business which is in competition with any line of business conducted by the Company services or hiring or engaging any of its Affiliates, including, but the foregoing Persons who respond to a general solicitation to the public that is not limited to, where such engagement is as an officer, specifically directed to any of the foregoing Persons or (b) being a director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent officer or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company Purchaser or any of its Affiliates following Closing or owning the Consideration Shares or other shares of Purchaser Common Stock and/or making passive investments in up to 5% of the equity interests of any publicly traded company; or (1ii) engage in any activity the case of each of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, such Person engaging in academic research activities ancillary to such Person’s status as a professor at a recognized university and for which research activities such Person does not receive separate compensation, whether from such university or conduct which is prohibited pursuant a third party, provided that such academic research activities do not result in a license related to the Covered Business for the purpose of development or commercialization of a pharmaceutical product. In addition, nothing in this Section 7.01, 4.13 shall be construed to restrict the ability of ▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇ (2) terminate such employee’s employment with the Company or any other lawyer employed by ▇▇▇▇▇▇▇ ▇▇▇▇ PLLC) to provide legal services if such restriction would be impermissible under the rules of professional conduct applicable to such lawyer. For the avoidance of doubt, the provision by any Key Person of consulting services, such as the due diligence review of research programs in the field of the Covered Business within the Covered Area or serving on the scientific advisory board, for the benefit of third parties would require the prior written consent of Purchaser, not to be unreasonably withheld so long as such consulting services would not reasonably be expected to have an adverse impact on the Purchaser or its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in For purposes of this Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding4.13, the court following terms shall refuse to enforce any of have the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following meanings:

Noncompetition. As a material inducement to Purchaser to enter into this Agreement, Seller shall not, and shall cause its Affiliates (a) The Executive acknowledges and recognizes the highly competitive nature of the business of other than the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Company Subsidiaries) not to, for a period of two (2) years after the termination thereof: Closing Date, directly or indirectly through any Person, own, acquire, manage, operate, control or participate in the ownership, management, operation or control of any Person which engaged anywhere in the States of Maine, New Hampshire, Vermont, Rhode Island, Massachusetts and Connecticut in the retail grocery business or any substantially similar business. Notwithstanding the foregoing, Seller and its Affiliates may, without violating this Section 5.14: (i) the Executive will own a passive investment not directly or indirectly engage in any business which is in competition with any line excess of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 15% of the outstanding capital stock of a publicly corporation which engages in such a business, if such capital stock is a security actively traded corporation)on an established national securities exchange, consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) acquire or enter into another business combination with another Person (an "Acquired Business") the Executive will operations of which would contravene this Section 5.14 (the "Competing Operations") if (A) the Competing Operations do not perform or solicit the performance of services for any customer or client contribute more than 25% of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee revenues of the Company or any Acquired Business on a pro forma basis for the 12-month period ending at the time of such transaction and (B) Seller and its Affiliates offer to (1) engage sell such Competing Operations included within the Acquired Business to Purchaser in any activity or conduct which is prohibited pursuant to this Section 7.01an arm's-length transaction within one year following the closing of such transaction. For the avoidance of doubt, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable5.14(a) shall not apply following any business combination or change of control transaction in which (i) Seller or any of its controlled Affiliates owning all or substantially all of the combined assets of Seller and its controlled Affiliates (or all or substantially all of their combined assets) is acquired, if a final judicial determination is made directly or indirectly, by a court of competent jurisdiction that the time third party or territory (ii) Seller or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine its controlled Affiliates owning all or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any substantially all of the other restrictions contained hereincombined assets of Seller and its controlled Affiliates is merged or otherwise combined with a third party or parties having an aggregate value of at least 75% of the aggregate value of Seller and its controlled Affiliates.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly hereby agrees that during for the term duration of the Executive’s employment with Nucor, and for a period of two twenty-four (224) years after months thereafter (the termination thereof“Restrictive Period”), Executive will NOT, within the Restricted Territory, do any of the following: (i) the Executive will not directly engage in, whether as an employee, consultant, or indirectly engage in any other capacity, any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor activity (other than as a holder business activities engaged in for or on behalf of less than 1% Nucor) (A) that is the same as, or is in direct competition with, any portion of the outstanding capital stock Business, and (B) in which Executive engaged in during the course of a publicly traded corporationhis employment with Nucor (any such activities described in this Section 10(a)(i), consultant, advisor, agent or sales representative, in any Restricted Territory“Competing Activities”); (ii) commence, establish or own (in whole or in part) any business that engages in any Competing Activities, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership, (iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive will is the holder of not perform or solicit the performance more than five percent (5%) of services for any customer or client class of the Company outstanding stock of any company listed on a national securities exchange so long as Executive does not actively participate in the management or business of any such entity) or (v) as the owner of its Affiliatesany similar equity interest in any such entity; (iii) the Executive will not directly provide any public endorsement of, or indirectly induce otherwise lend Executive’s name for use by, any employee of the Company person or any of its Affiliates to (1) engage entity engaged in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) monthsCompeting Activities; andor (iv) engage in work that would inherently call on him in the Executive will not directly fulfillment of his duties and responsibilities to reveal, rely upon, or indirectly assist others in engaging in otherwise use any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveConfidential Information or Secret Information. (b) For purposes of this Agreement: (i) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a term “Restricted Territory. Except for ” means Executive’s geographic coverage, each such separate covenant shall be deemed identical in terms area of responsibility at Nucor which Executive acknowledges extends to the covenant contained in full scope of Nucor operations throughout the preceding subsectionsworld. If, in any judicial proceeding, the court shall refuse to enforce any “Restricted Territory” therefore consists of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent following alternatives reasonably necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.protect Nucor’s legitimate business interests:

Noncompetition. (a) The Executive acknowledges and recognizes Subject to the highly competitive nature last sentence of this section, each of the business Restricted Party and ▇▇▇▇▇.▇▇▇ agree that, from and after the Closing through the second (2nd) anniversary of the Company Closing Date, the Restricted Party and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not ▇▇▇▇▇.▇▇▇ shall not, directly or indirectly engage indirectly, anywhere in any business which is the world, whether as a stockholder, shareholder, owner, investor, creator, member or partner, own, manage, operate, develop, control, or participate in competition with any line of business conducted by the Company ownership, management, operation, development, or any of its Affiliatescontrol of, including, but not limited to, where such engagement is or become engaged or serve as an officer, director, proprietormember, partner, employee, partneragent, investor consultant, advisor or representative of, a business or Person that engages in the business of a digital assets exchange as is currently contemplated by the Company in the Business Plan (the “Restricted Business”) other than through the Covered Parties; provided, however, that the Restricted Business shall not include any business of the development and operation of any non-fungible token marketplace, exchange or platform. Notwithstanding the foregoing, nothing shall prohibit or restrict the Restricted Party, ▇▇▇▇▇.▇▇▇ or its Subsidiaries from (a) investing in any investment funds in which the investment decisions are not controlled by the Restricted Party, ▇▇▇▇▇.▇▇▇ or its Subsidiaries; (b) maintaining any investment in or control of any Person in which the Restricted Party, ▇▇▇▇▇.▇▇▇, its Subsidiaries or their respective Affiliates are invested as a holder of the date hereof (including providing additional capital to such Person provided that such additional capital does not increase the overall shareholding held by the Restricted Party, ▇▇▇▇▇.▇▇▇, its Subsidiaries or their respective Affiliates); (c) investing in any Person that engages in the Restricted Business so long as (i) the Restricted Party, ▇▇▇▇▇.▇▇▇ and/or its Subsidiaries hold, directly or indirectly, less than 120% of the outstanding equity of such Person and (ii) not more than 20% of the aggregate revenue of such Person for the fiscal year prior to the proposed investment is derived from the Restricted Business; provided, however, that if at any time such Person derives more than 20% of its aggregate revenue from the Restricted Business, except for fulfiling its existing contractual obligations to perform services or provide additional capital, the Restricted Party, ▇▇▇▇▇.▇▇▇ and/or its Subsidiaries, as applicable, shall (x) cease performing any and all services to such Person (such that such investment is passive), and (y) not provide additional capital stock (except for providing additional capital that does not increase the overall shareholding held by the Restricted Party, ▇▇▇▇▇.▇▇▇, its Subsidiaries or their respective Affiliates) to, or make any further investment in, such Person; or (d) holding less than or equal to 5% of the shares in a publicly traded corporation, so long as the Restricted Party (or his immediate family members), consultant, advisor, agent ▇▇▇▇▇.▇▇▇ or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company its Subsidiaries or any of its Affiliates; (iii) the Executive will their Affiliates are not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained involved in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any management or control of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedcorporation. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. During the Noncompetition Period (aas hereinafter defined) The Executive acknowledges and recognizes each Shareholder who is the highly competitive nature holder of five percent (5%) or more of the voting power of the Shares will not, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than the Company, (i) engage in or assist any other Person to engage in any Covered Business (as hereinafter defined) anywhere in the Covered Area (as hereinafter defined), (ii) solicit or endeavor to entice away from the Company, or offer employment or a consulting position to, or otherwise materially interfere with the business relationship of the Company and its Affiliates and accordingly agrees that during with, any Person who is, or was within the term one-year period prior thereto, an employee of or consultant to the Company who was primarily engaged in the Covered Business, or (iii) solicit or endeavor to entice away from the Company, endeavor to reduce the business conducted with the Company by, or otherwise materially interfere with the business relationship of the Executive’s employment and for a period of two (2) years after Company with, any Person with whom the termination thereof: Company has engaged in collaboration, services or licensing business discussions in the 12 months prior to the Closing, or other Person having business relations with, the Company, in each case who was primarily engaged in the Covered Business. Notwithstanding the foregoing, nothing in this Section 5.17 shall prohibit any Shareholder from (i) the Executive will not directly issuing a general solicitation for employment or indirectly engage in any business which is in competition with any line of business conducted by the Company services or hiring or engaging any of its Affiliates, including, but the foregoing Persons who respond to a general solicitation to the public that is not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% specifically directed to any of the outstanding capital stock of a publicly traded corporation)foregoing Persons, consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform being a director, officer or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company Purchaser or any of its Affiliates following Closing or owning the Consideration Shares or other shares of Purchaser Common Stock and/or making passive investments in up to 5% of the equity interests of any publicly traded company, (1iii) engage maintaining any current investments in any activity or conduct existence as of the date hereof (none of which is prohibited pursuant investments shall themselves be subject to the restrictions of this Section 7.01, 5.17) or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly making any investments or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or taking any other restriction contained actions that are approved in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinwriting by Purchaser.

Noncompetition. (a) The Executive acknowledges and recognizes This Section 5.11 shall not apply to the highly competitive nature TA Associates Entities, Madison Capital Funding LLC or any of the business their respective Affiliates or to any non-management Sellers or directors who are listed on Schedule 5.11(a). (b) In consideration of (i) each Seller’s intimate knowledge of the Company and its Affiliates Subsidiaries’ Confidential Information, (ii) the Buyer’s agreement to consummate the transactions contemplated by this Agreement conditioned on each Seller’s agreement to abide by the covenants contained herein, and accordingly agrees that (iii) the Buyer’s payment of the Purchase Price, during the term period from the Closing until the expiration of the Executive’s employment applicable Noncompetition Period, no Seller will, directly or indirectly, own, manage, operate, control, invest in or acquire an interest in, or otherwise engage or participate (whether as a stockholder, partner, member, manager, employee, consultant, joint-venturer, investor, agent, sales representative, broker or other owner or participant) in any Person, other than the Buyer, the Company or a Subsidiary, that engages in or assists any other Person to engage in the development, manufacturing, marketing and for a period sale of two branded and generic pharmaceutical products, whether prescription or over-the-counter, anywhere in North America, the European Union, Brazil, China or Japan (2the “Market”), without regard to (A) years after whether such Person has its office or other business facilities within the termination thereofMarket, (B) whether any of the activities of the Company or its Subsidiaries occur or are performed within the Market or (C) whether the Company or its Subsidiaries resides, or reports to an office, within the Market. In consideration of the matters set forth above, and in addition to the foregoing, during the Noncompetition Period, no Seller will, directly or indirectly: (i) the Executive will not directly solicit or indirectly engage in any business which is in competition with any line of business conducted by endeavor to entice away from the Company or any of its Affiliatesa Subsidiary, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% or interfere with the business relationship of the outstanding capital stock of Company or a publicly traded corporation)Subsidiary with, any Person who is then an employee, consultant, advisor, agent subcontractor or sales representative, in any Restricted Territoryrepresentative of the Company or a Subsidiary; (ii) solicit or endeavor to entice away from the Executive will not perform Company or solicit a Subsidiary, endeavor to reduce the performance of services for business conducted with the Company or a Subsidiary by, attempt to induce to terminate any customer contract with the Company or client a Subsidiary or otherwise interfere with the business relationship of the Company or a Subsidiary with, any of its Affiliates;Person who is a customer or client of, supplier, vendor, lessor, lender or service provider to, or other Person having business relations with, the Company or a Subsidiary; or (iii) denigrate or in any manner undertake to discredit the Executive will not directly or indirectly induce any employee of Buyer, the Company or any Affiliate (or any successors thereof) or any other Person associated with the transactions contemplated by this Agreement. If the length of its Affiliates to (1time, type of activity, geographic area or other restrictions set forth in the restrictions of this Section 5.11(b) engage are deemed unreasonable in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreovercourt proceeding, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted parties hereto agree that the court may reduce such restrictions to ones it deems reasonable to protect the substantial investment by the Buyer, Company and their Affiliates in their respective businesses and the goodwill attached thereto. Except as so modified by such court, any such reduction shall in no way affect the validity or enforceability of such restrictions. If any provision cannot herein be modified, it shall be excised from this Agreement without affecting the validity, legality or enforceability of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) remaining provisions of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedAgreement. (c) It is expressly understood and agreed The Sellers acknowledge that although any breach or threatened breach of the Executive provisions of Section 5.11(b) may cause irreparable injury to the Buyer and the Company consider and its Subsidiaries for which an adequate monetary remedy may not exist. Accordingly, in the restrictions contained event of any such breach, the Company shall be entitled, in addition to the exercise of other remedies, to seek injunctive and other equitable relief, without necessity of posting a bond, restraining the Sellers from committing such breach. The right provided under this Section 7.01 to shall be reasonablein addition to, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or and not in lieu of, any other restriction contained rights and remedies available to the Buyer and the Company. The prevailing party in any legal action to interpret, determine or enforce its rights under Section 5.11(b) shall be entitled to recover all of its costs and expenses in connection therewith, including reasonable attorneys’ fees. (d) Each Seller to whom this Agreement is an unenforceable restriction against the Executive, Section 5.11 applies (a) has carefully read and understands all of the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate has had the opportunity for this Agreement to be enforceable. Alternativelyreviewed by counsel and (b) acknowledges that the duration, if any court geographical scope and subject matter of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableSection 5.11(b) are reasonable and necessary to protect the goodwill, customer relationships, legitimate business interests, trade secrets and Confidential Information of the Company and its Subsidiaries, and such restriction cannot (c) in the case of individual Sellers, will be amended so as able to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinearn a satisfactory livelihood without violating this Agreement.

Noncompetition. (a) The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and recognizes that the highly competitive nature Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, the Executive shall not, directly or indirectly, during the Executive’s service with the Company, and for a period ending twelve months following the termination of the Executive’s service, provide services to or have any interest in (including, but not limited to, any interest in or association as a sole proprietor, owner, employer, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) any Competitive Business; provided, however, that with respect to the equity of any Competitive Business which is or becomes publicly traded, the Executive’s ownership as a passive investor of less than 3% of the outstanding publicly traded stock of a Competitive Business shall not be deemed a violation of this subsection (b). For purposes of this Agreement, “Competitive Business” means any business, in any geographical or market area where the Company or any of its subsidiaries, joint venturers or “sister” entities (but only those “sister” companies under common control by the same parent and which engage in the same businesses as the Company)(collectively, the “Non-Compete Company Group”), conducts business or provides products or services, that competes with the business of the Company, including any water filtration, filtration services or filtration equipment business, any beverage business that offers home and office delivery, any point of use business involved in water or beverages, any retail water business, any bottled water business, any brewed beverage (including, without limitation, coffee) business, or any other business in which the Non-Compete Company and its Affiliates and accordingly agrees that Group is engaged during the term of the Executive’s employment service and for a period any business that the Non-Compete Company Group was actively considering conducting at the time of two (2) years after the Executive’s termination thereof: (i) of service and of which the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01has, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreoverreasonably should have, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.knowledge,

Noncompetition. (a) The Executive acknowledges As an inducement to Buyer to execute the Purchase Agreement and recognizes complete the highly competitive nature of transactions contemplated thereby, and in order to preserve the goodwill associated with the business of being acquired pursuant to the Company Purchase Agreement, Seller hereby covenants and its Affiliates and accordingly agrees that during the term of Term it will not, directly or indirectly, within the Executive’s employment and for a period of two (2) years after the termination thereofTerritory described below: (i) the Executive will not directly engage in, continue in or indirectly engage in carry on any business which is in competition competes with the Business or any line of other business conducted by the Company Seller or a business substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of its Affiliatesbusiness organization which is so engaged; (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Buyer in any aspect with respect to the Business including, but not limited to, where advertising or otherwise endorsing the products of any such engagement is competitor; soliciting customers or otherwise serving as an officerintermediary for any such competitor; and loaning money or rendering any other form of financial assistance to or engaging in any similar form of business transaction with any such competitor; (iii) hire, directoroffer to hire, proprietoror solicit for employment any employee of the Buyer without the prior consent of the Buyer until such person has been separated from employment by the Buyer for at least ninety (90) days except for solicitations to the general public (e.g. newspaper advertisement); or (iv) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete; provided, employeehowever, partner, investor (other than as a holder the foregoing prohibition does not extend to passive ownership of less than 1% of the outstanding capital stock of a publicly any entity whose stock is traded corporation), consultant, advisor, agent on an established stock exchange or sales representative, in any Restricted Territory; (ii) quoted on the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveNasdaq stock exchange. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during in the term event his employment is terminated, whether by him or by the Company, prior to the Change of the Executive’s employment and Control Date he will not for a period of one (1) year after the Date of Termination (i) acting alone or in conjunction with others, directly or indirectly engage (either as owner, partner, stockholder, employer or employee) in any business in which he has been directly engaged during the last two (2) years after the prior to such termination thereof: (i) the Executive will not directly or indirectly engage in any business and which is directly in competition with any line of a business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; subsidiaries; (ii) the Executive will not perform acting alone or solicit the performance of services for in conjunction with others, directly or indirectly induce any customer or client customers of the Company or any of its Affiliates; subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company, to curtail or cancel their business with such companies or any of them; (iii) the Executive will not acting alone or in conjunction with others, directly or indirectly induce disclose to any employee person, firm or corporation the names of any customers of the Company or any of its Affiliates to subsidiaries; (1iv) engage acting alone or in conjunction with others, solicit or canvass business from any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with person who was a customer of the Company or any of its Affiliates. Moreoversubsidiaries at or prior to termination of the Executive's employment; or (v) acting alone or in conjunction with others, the Executive will not directly or indirectly employ induce, or offer employment (in connection with attempt to influence, any business which is in competition with any line executive of business conducted by the Company or any of its Affiliates) subsidiaries to any person who was employed by the Company or any terminate their employment. The provisions of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve clauses (12) months; and i), (ii), (iii), (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses ), and (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(iv) above is intended to be construed as a series are separate and distinct commitments independent of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinclauses. It is agreed that the ownership of not more than 2% of the equity securities of any company having securities listed on a registered exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with cause (i).

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Seller will, for a period of two three (23) years after from the termination thereofClosing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates: (i) causing or attempting to cause (A) any client, customer or supplier of the Executive will not directly Business to terminate, discontinue or indirectly engage reduce its business with Purchaser or any of its Affiliates (provided that nothing in this clause (i)(A) shall expand Seller’s obligations in Section 4.4) or (B) any business which is officer, employee or consultant of Purchaser or any of its Affiliates engaged in competition the Business to resign or sever a relationship with any line of business conducted by the Company Purchaser or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than actions taken by Seller as a holder result of less than such Person’s (1% of the outstanding capital stock of ) affirmative response to a publicly traded corporation), consultant, advisor, agent general recruitment effort carried out through public solicitation or sales representative, in any Restricted Territorya general solicitation or (2) own initiative; (ii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Executive will not perform Business or solicit the performance of services for any client, customer or client supplier of the Company or any of its Affiliates;Business; or (iii) the Executive will not directly participating or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01engaging in, or otherwise lending assistance (2) terminate such employee’s employment with the Company financial or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliatesotherwise) to any person who was employed by Person participating or engaged in, a business substantially similar to or directly competing with the Company or any Business other than Seller’s (A) design, development, manufacture, marketing and distribution of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve products and services involving (12) months; and (iv) the Executive will not directly or indirectly assist others indirectly) Excluded Assets (B) ownership of five percent (5%) or less of any class of securities of a Person engaged in engaging in any of the activities Business which are prohibited registered under clauses the Securities Act of 1933, as amended; (i)-(iiiC) design, development, manufacture, marketing and distribution of this Section 7.01(aintrusion detection and other security products and services; and (D) abovesales of Excluded Assets. (b) The covenant contained parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section 7.01(a)(ibe enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) above is intended of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be construed as a series of separate covenantsinvalid or unenforceable, one for each county, town, city and state such invalidity or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) unenforceability shall be deemed to be eliminated from this Agreement for the purpose of those proceedings apply only with respect to the extent necessary operation of such provision in the particular jurisdiction in which such determination is made and not with respect to permit the remaining separate covenants (any other provision or portions thereof) to be enforcedjurisdiction. (c) It is expressly understood The parties hereto acknowledge and agreed agree that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court any remedy at Law for any breach of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not Section would be rendered void but shall be deemed amended inadequate, and Seller hereby consents to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if the granting by any court of competent jurisdiction finds an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that any restriction contained in this Agreement is unenforceable, and the breach or threatened breach of such restriction cannot provisions may be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffectively restrained.

Noncompetition. (a) The Executive acknowledges and recognizes For the highly competitive nature shorter of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: duration of: (i) the date of termination of the Employment Period; (ii) the date of termination of employment hereunder, in the event of termination of the Executive will by the Employer or by the Executive with Good Reason; or (iii) one-year following the termination of employment hereunder in the event of termination of employment hereunder by the Executive without Good Reason (such period referred to herein as the "Non-Compete Period"), the Executive shall not directly or indirectly indirectly, engage in any Competitive Activity (as defined below) in competition with the Employer. "Competitive Activity" shall mean: (A) the participation, directly or indirectly, in any business which is in competition the same as or substantially similar to or is or would be competitive with any line the business of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as Employer at the time; and (B) becoming an officeremployee, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation)officer, consultant, advisorindependent contractor, agent lecturer or sales representativeadvisor of or to, or otherwise providing services to, any business, individual, partnership, firm, association or corporation, if the Executive's duties relate in any Restricted Territory; manner to the business of developing, providing, marketing, administering, managing, or acting as a consultant in the providing of, any business in which the Employer is engaged at the time. Nothing herein, however, shall prohibit Executive from acquiring or holding any issue of stock or securities of any business, individual, partnership, firm, or corporation (iicollectively "Entity") which has any securities listed on a national securities exchange or quoted in the Executive will daily listing of over-the-counter market securities, provided that at any one time he and members of his immediate family do not perform or solicit the performance of services for any customer or client own more than five percent of the Company or voting securities of any such Entity. The obligations of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, 9 shall survive the expiration or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) termination of this Section 7.01(a) aboveAgreement. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges Subject to the Closing, and recognizes as an inducement to Buyer to execute and deliver this Agreement and to consummate the highly competitive nature of transactions contemplated hereby, and to preserve the business of goodwill associated with the Business, Company and its Affiliates and accordingly each Member agrees that during the term of the Executive’s employment and that, for a period of two five (25) years after the termination thereofClosing Date, neither Company nor such Member will, directly or indirectly: (ia) the Executive will not directly Engage in, continue in or indirectly engage carry on any business that competes in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% aspect of the outstanding capital stock of a publicly traded corporation)Business, consultant, advisor, agent including owning or sales representative, controlling any financial interest in any Restricted TerritoryCompetitor; (iib) Consult with, advise or assist in any way, whether or not for consideration, any Competitor in any aspect of the Executive will not perform Business, including advertising or solicit otherwise endorsing the performance products or services of services any such Competitor, soliciting customers or otherwise serving as an intermediary for any customer such Competitor or client loaning money or rendering any other form of the Company or financial assistance to any of its Affiliatessuch Competitor; (iiic) Solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any Person who is or was an employee, independent contractor, commissioned salesperson or consultant of, or who performed similar services for, the Executive will not Business, or assist any third party with respect to any of the foregoing, unless such Person has been (either directly or indirectly induce any employee of through the Company PEO) separated from his or any of its Affiliates to her employment or other relationship with Buyer (1or the PEO) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any and each of its Affiliates for a period of at least twelve six (126) consecutive months; andprovided, however, this clause shall not apply to the following individuals who will initially be employed or engaged by Buyer after the Closing but will perform services for Simple Tire and who Simple Tire may decide to employ or engage directly (collectively, the “Simple Tire Group”): ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (employee), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (employee), ▇▇▇▇▇ ▇▇▇▇▇▇ (employee), ▇▇▇▇▇ ▇▇▇▇▇▇▇ (employee), ▇▇▇▇ ▇▇▇▇▇▇ (employee), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (independent contractor), ▇▇▇▇▇▇▇▇ ▇▇▇▇ (independent contractor), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (independent contractor); (ivd) the Executive will not directly or indirectly assist others in engaging Engage in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for practice the purpose of those proceedings which is to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, evade the provisions of this Agreement covenant not to compete; provided, however, the restrictions set forth in Section 6.7(a), (b), or (d) shall not be rendered void but apply to the following businesses and activities to the extent they are conducted after the Closing in substantially the same manner which they are conducted as of the Closing in the ordinary course of business through Affiliates of Company and the Members: (A) the Simple Tire Business; provided, however, for avoidance of doubt, the Simple Tire Business may not design, build or maintain websites for third parties and (B) the Size It Up Business; provided, however, for avoidance of doubt, the Size It Up Business may not design, build or maintain websites for third parties; provided, further, that the foregoing shall not prohibit the ownership of not more than five percent (5%) of the securities of any Person that is listed on a national securities exchange or traded in the national over-the-counter market. The geographic scope of this covenant not to compete shall extend throughout the United States and to any foreign countries that Buyer markets the Business during the five (5) years following the Closing Date. Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any Person that purchases all or any portion of the Business, Purchased Assets or Assumed Liabilities. Recognizing the specialized nature of the Business, Company and Members acknowledge and agree that the duration, geographic scope and activity restrictions of this covenant not to compete are reasonable. Notwithstanding the foregoing, in the event that Buyer: (i) does not make a regularly scheduled payment within fifteen (15) days after such payment is due under the Buyer Notes or (ii) fails to make any payment of an Earn-Out Amount within fifteen (15) days after such payment is due under Section 3.5(g), the duration of the covenants set forth in this Section 6.7 shall be deemed amended modified from five (5) years after the Closing Date to apply as to three (3) years after the Closing Date, but only if Buyer does not cure such maximum time default or failure within ninety (90) days following Buyer’s receipt of written notice from Company describing and territory and to declaring such maximum extent as such court may judicially determine default or indicate to be enforceablefailure. AlternativelyFor purposes of clarification, if any court the exercise by Buyer of competent jurisdiction finds that any restriction contained its set-off rights provided in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding Section 7.7 shall not affect the enforceability of any of the other restrictions contained hereinCompany’s or Members’ obligations set forth in this Section 6.7.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Term of the business of this Agreement, the Company agrees to provide the Executive with continued access to Confidential Information, including Confidential Information regarding refinements in the Company's proprietary technologies and its Affiliates strategic planning for new products and accordingly agrees that during refinements to existing products and attendance at the term training programs conducted by the Company regarding sales and marketing and underwriting and purchasing of new and existing products. (b) As an inducement for the Executive’s employment Company's agreement in Section 2.3(a) and in exchange for the other consideration provided by the Company under this Agreement, for a period of two twelve (212) years after months from the termination thereoflast day of the Term: (i) the Executive will not shall not, directly or indirectly indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend his name or any similar name to, lend his credit to, or render services or advice to, (A) any business which that is involved in competition with the design, manufacturing, marketing, distribution or sale of ergonomic chairs and other office products (the "BUSINESS") in any line foreign country or state in the United States where (as of business conducted by the end of the Term) the Company or any Affiliate is engaged in the Business, or where the Executive has been involved in strategic planning on behalf of its Affiliatesthe Company or any Affiliate to do the Business; provided, includinghowever, in each case, that the Executive may purchase or otherwise acquire up to (but not limited to, where more than) five percent of any class of securities of any enterprise (but without otherwise participating in the activities of such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the outstanding capital stock Securities Exchange Act of 1934. The Executive agrees that this covenant is reasonable with respect to its duration, geographical area, and scope and that his skills and experience will allow him to earn a publicly traded corporation), consultant, advisor, agent or sales representative, substantial income while still abiding by the restrictions contained in any Restricted Territorythis Agreement; (ii) the Executive will not perform shall not, directly or solicit the performance of services indirectly, either for any customer or client of the Company himself or any of its Affiliates; other Person; (iiiA) the Executive will not directly induce or indirectly attempt to induce any employee of the Company or any Affiliate to leave the employ of its Affiliates to the Company or any Affiliate; (1B) engage in any activity such way interfere with the relationship between the Company or conduct which is prohibited pursuant to this Section 7.01any Affiliate and any employee thereof; (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, in any business engaged in the Business, any employee of the Company or any Affiliate; or (2D) terminate such employee’s employment induce or attempt to induce any customer, supplier, licensee, or business relation of the Company or any Affiliate to cease doing business with the Company or any Affiliate, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any Affiliate; and (iii) the Executive shall not, directly or indirectly, either for himself or any other Person, solicit the business of its Affiliatesany Person known to the Executive to be a customer or potential customer of the Company (meaning a Person with which the Company has contacted or has developed plans to contact regarding establishing a customer relationship) or any Affiliate, whether or not the Executive had personal contact with such Person, with respect to any person who was employed by products, services or other business activities which compete in whole or in part with the products, services or other business activities of the Company or any Affiliate of its Affiliates unless such person the Company; and (c) the Executive shall have ceased to be employed by not, at any time during or after the Term, disparage the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly Affiliate, or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovetheir respective partners, shareholders, directors, officers, employees, or agents. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business agrees that he or she has received and shall continue to receive valuable Confidential Information and Trade Secrets of the Company and its Affiliates exposure to key suppliers, service providers, group leaders and accordingly educational tour customers of the Company. Accordingly, because of Executive’s access to, and knowledge of, the Company’s Confidential Information and Trade Secrets and key suppliers, service providers and customers, as well as Executive’s extraordinary position within the Company, Executive would be in a unique position to divert business from the Company and to commit irreparable damage to the Company were Executive to be allowed to compete with the Company or to commit any of the other acts prohibited below. The Executive therefore agrees that during in order to protect the term legitimate business interests of the Company, the Executive shall not, during Executive’s employment and for a period of two the Noncompete Period (2) years after the termination thereof: (i) the Executive will not as each is defined below), directly or indirectly engage in indirectly, own, organize, consult with, be employed by, advise, be a partner of or joint venturer with, be a director or managing member of, or otherwise assist or provide services to, any business which Competitor within the Restricted Area (as each is in competition with any line defined below) except to the extent Executive is acting on behalf of business conducted by the Company or in furtherance of the Company’s interests. The Executive further agrees that, during Executive’s employment and for the Noncompete Period, the Executive shall not, directly or indirectly, purchase any equity securities of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor any corporation or other business (other than as a holder of shareholder or beneficial owner directly or indirectly owning one percent (1%) or less than 1% of the outstanding capital stock securities of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (iipublic company) which is a Competitor without the Executive will not perform or solicit the performance of services for any customer or client prior written consent of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCompany. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. During the term of this Agreement and for a period of one (a1) The year following the Termination Date, Executive acknowledges shall not, without the express written consent of the Company, directly or indirectly: (i) engage, anywhere within the geographical areas in which the Company is conducting business operations or providing services as of the date of Executive’s termination of employment, in the tissue engineering business (the use of implantable absorbable materials, with or without a bioactive component, to attempt to elicit a specific cellular response in order to regenerate tissue or to impede the growth of tissue or migration of cells) (the “Tissue Engineering Business”), neurosurgery business (the use of surgical instruments, implants, monitoring products or disposable products to treat the brain or central nervous system) (“Neurosurgery Business”) or in any other line of business the revenues of which constituted at least 50% of the Company’s revenues during the six (6) month period prior to the Termination Date (together with the Tissue Engineering Business and recognizes Neurosurgery Business, the highly competitive nature of “Business”); (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in the Business; (iii) seek in competition with the business of the Company and its Affiliates and accordingly agrees that during the term to procure orders from or do business with any customer of the Executive’s Company; (iv) solicit, or contact with a view to the engagement or employment and for by any person or entity of, any person who is an employee of the Company; (v) seek to contract with or engage (in such a period way as to adversely affect or interfere with the business of two the Company) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the Company; or (2vi) years after the termination thereof: (i) the Executive will not directly or indirectly engage in or participate in any business which is in competition with effort or act to induce any line of business conducted by the customers, associates, consultants, or employees of the Company or to take any of its Affiliatesaction which might be disadvantageous to the Company; provided, includinghowever, but that nothing herein shall prohibit Executive and his affiliates from owning, as passive investors, in the aggregate not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other more than as a holder of less than 15% of the outstanding capital publicly traded stock of any corporation so engaged; and provided, further, following the Termination Date, that Executive shall not be prohibited from (1) making any investment in, being or becoming a publicly traded corporation)partner, owner, officer, director or employee or agent of, or consultant to, or give financial or other assistance to, any business enterprise (including, without limitation, any investment or venture capital fund or investment bank) that makes or has made any investment in or that provides advisory, financing or underwriting services to any Person or entity engaged in the Business provided that Executive does not render services (whether as an employee, consultant, advisor, agent advisor or sales representative, otherwise) to the division or portion of such person or entity engaged in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, Business or (2) terminate rendering services (including under (1) above) to an entity conducting its business operations or providing services in the Business, if such employee’s employment with the Company or any of its Affiliates. Moreoverentity is diversified and Executive does not render services, the Executive will not directly or indirectly employ indirectly, to the division or offer employment (in connection with any business portion of the entity which is in competition with any line of conducting its business conducted by the Company operations or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained providing services in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedBusiness. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Gibb▇ ▇▇▇nowledges that, in addition to his access to and possession of Confidential Information, during the Term he will acquire valuable experience and special training regarding the Company's business and that the knowledge, experience, and training he will acquire would enable him to injure the Company if he were to engage in any business that is competitive with the business of the Company. Therefore, Gibb▇ ▇▇▇ll not, at any time during the Term and for the twelve (a12) The Executive acknowledges and recognizes consecutive months immediately after the highly competitive nature of Termination Date, directly or indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or manager or in any other individual or representative capacity), engage, invest, or participate in any business in direct competition with the business of the Company and its Affiliates and accordingly agrees that within a fifty (50)-mile radius of each location, or set or group of locations, (i) at, from, or to which the Company conducts or has conducted business or renders, provides, or delivers, or has rendered, provided, or delivered, services or products during the term Measurement Period (as defined below) or (ii) that is or has been, during the Measurement Period, the subject of a Proposal (as defined below) to conduct business or render, provide, or deliver services or products thereat, therefrom, or thereto. "Measurement Period" means, with respect to Gibb▇' ▇▇tivity (A) at any time during the Executive’s employment Term, the Term and for a period of two (2B) years at any time on or after the termination thereof: of Gibb▇' ▇▇ployment, the six (i6) consecutive months preceding, and including, the Executive will not directly date of such termination. "Proposal" means a written or indirectly engage in any business which is in competition with any line of business conducted formal proposal, bid, arrangement, understanding, or agreement by the Company to or any of its Affiliates, includingwith another person that reflects or contains negotiated or substantive terms, but does not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in include any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted marketing contact by the Company where the other person has not solicited that contact or indicated any interest in doing business with the Company. (Gibb▇ ▇▇▇ll not be prohibited, however, from owning, as a passive investor, less than five percent (5%) of its Affiliatesthe publicly traded stock or other securities of any entity engaged in a business competitive with that of the Company.) to any person who was employed by Gibb▇ ▇▇▇resents and agrees that (x) the Company or any of its Affiliates unless such person shall have ceased has agreed to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableprovide him, and such restriction cannot be amended so as he will receive from the Company, special experience and knowledge, including Confidential Information, (y) because the Confidential Information is valuable to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.the

Noncompetition. (a) The Executive acknowledges and recognizes In consideration for the highly competitive nature Company entering into this Agreement, including without limitation in respect of the business payments set forth in Section 3 of this Agreement, you agree that, during the one (1) year period following any termination of your employment that entitles you to receive the severance benefits payable under Section 3, you will not engage in Competition (as defined below). In addition, at the Company’s option, in consideration for the payment of the Company and its Affiliates and accordingly agrees that during the term sum of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) your then‑current Base Salary and (ii) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the Executive date that is sixty (60) days after the Termination Date, you agree that, during the one (1) year period following any termination of your employment that does not entitle you to receive the severance benefits payable under Section 3, you will not engage in Competition. You will be deemed to be engaging in “Competition” if you, directly or indirectly engage indirectly, in any business jurisdiction in which is in competition with any line of business conducted by the Company or any of its Affiliatesaffiliates conducts business, includingown, but not limited tomanage, where such engagement is operate, control, or participate in the ownership, management, operation, or control of or provide services as an officer, director, proprietor, employee, partner, investor director, consultant, or otherwise in respect of any business (whether through a corporation or other entity) that is engaged in the development, manufacture, and sale (other than as a holder at the retail level) of less than 1% branded and generic drug products and that is in material and direct competition with any of the outstanding capital stock five (5) products that, over the four (4) fiscal quarters immediately preceding your Termination Date, accounted for the greatest amount of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services revenues for any customer or client of the Company or any of its Affiliates; affiliates, taken as a whole. Ownership for personal investment purposes only of less than five percent (iii5%) the Executive will not directly or indirectly induce any employee of the Company voting stock of any publicly held corporation or any of its Affiliates to less than five percent (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii5%) of this Section 7.01(a) above. any privately held business (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or without any other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained involvement in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any management or operation of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such partbusiness) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcednot constitute a violation hereof. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges hereby covenants and recognizes agrees with BancorpSouth that beginning on the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment Retirement Date and for a period of two (2) years after the termination thereof: of the Consulting Period (i) the “Restricted Period”), Executive will not directly or indirectly indirectly, in any capacity whatsoever, for Executive or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: (i) operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the termination of the Consulting Period or for 12 months prior to such termination, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with the Company or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business which is as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or on behalf of any other person, firm or corporation in competition the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any known customer or client of the Company or any of its Affiliates; ; or (iiiv) except as permitted under Section 6(c), disclose at any time any confidential or secret information concerning (A) the Executive will not directly business, affairs or indirectly induce any employee operations of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01Affiliates, or (2B) terminate such employee’s employment with any marketing, sales, advertising or other concepts or plans of the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive will not directly have access to Confidential Information, which, if disclosed or indirectly engage in any business which is utilized, would unfairly and inappropriately assist in competition with any line of business conducted by against the Company or any of its subsidiaries, (iii) in the course of Executive’s employment by a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and Executive will have access to these customers, (v) Executive will receive specialized training from the Company and its Affiliates, and (vi) Executive will help develop goodwill for the Company and its Affiliates in the course of Executive’s employment. Accordingly, during the Employment Term and for one (1) year thereafter, Executive agrees that Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its Affiliates or in any other material business in which the Company or any of its Affiliates is engaged on the date of termination or in which they have actively planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or plans to conduct business, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% all states of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, United States in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of which the Company or its Affiliates is conducting business or selling its products as of the date Executive’s employment terminates. Restricted competitive businesses under this paragraph 9(b) includes (1) any of its Affiliates; (iii) the Executive will not directly person or indirectly induce any employee of entity engaged in a business that competes with the Company or any of its Affiliates to (1) engage operating in any activity or conduct the industry in which Company is prohibited pursuant to this Section 7.01, or actively engaged at end of the Employment Term; (2) terminate such employee’s employment any person or entity that offers, sells, designs, manufactures, or provides any Competing Product and competes with the Company or any business of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by operating in the industry in which Company or any of its Affiliates for a period of is actively engaged at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any end of the activities which are prohibited under clauses Employment Term; and/or (i)-(iii3) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.any

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly Employee agrees that during the term course of his employment with the Executive’s employment Company and (i) in the event of termination for Good Cause or a termination by Employee of such employment, for a period of two twenty-four (224) years months after termination of such employment; or (ii) in the event of a termination of employment for any other reason, for a period of the lesser of (x) twenty-four (24) months after termination of such employment; and (y) the number of months after termination of such employment during which Employee receives payments of base salary pursuant to SECTION 7.3(c), Employee will not, directly or indirectly, as an employee, agent, independent contractor, consultant, partner, joint venturer or otherwise, within any state in the United States within which Employee has been involved with the provision of services (or offers or plans to provide services) to customers or prospective customers of the Company within the twelve (12) months preceding the date of the termination thereof: of Employee's employment with the Company, enter into, engage in, be employed by or consult with (ior solicit to enter into, engage in, be employed by or consult with) the Executive will not directly or indirectly engage in any business which is in competition competes with any line the Company by providing services of business conducted the same nature or type as those provided by the Company or any within the twelve (12) month period preceding the termination of its Affiliatesthe Employee's employment with the Company, including, but not limited to, where such engagement is including (a) participating as an officer, director, proprietorstockholder, member, employee, partneragent, investor independent contractor, consultant, representative or partner of, or having any direct or indirect financial interest (including the interest of a creditor) in, any such competitor or (b) assisting any other than as a holder individual or business entity, of whatever type or description, in providing any such competing services. The provisions of this section shall not apply to the ownership by Employee of less than 1% five percent (5%) of the outstanding capital stock of a any publicly traded corporation), consultant, advisor, agent corporation or sales representative, other business entity solely as an investor and under circumstances in which Employee neither provides services nor assists anyone else to provide any Restricted Territory; (ii) the Executive will not perform services to or solicit the performance on behalf of services for any customer or client such entity. Employee further agrees that upon a violation of the Company or any this section of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. MoreoverAgreement, the Executive period during which Employee's covenants in this section apply will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted be extended by the Company or any number of its Affiliates) days equal to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovesuch violation. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges that he will have access at the highest level to, and recognizes the highly opportunity to acquire knowledge of, the Company’s customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive nature advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the business of Company, and to induce the Company and to enter into this Agreement. The Executive agrees not to compete with the Company or its Affiliates and accordingly agrees that direct or indirect subsidiaries (a “Company Entity”) or to engage in any unfair competition with the Company during the term of the Executive’s employment Employment Term and for a period of two (2) years one year after the termination end of the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof: (i) , means, subject to the exceptions set forth below, that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of any Company Entity. During the Employment Term and for a period of one year after the end of the Employment Term, Executive will shall not directly or indirectly engage acquire any stock or interest in any corporation, partnership, or other business which is in competition entity that competes, directly or indirectly, with any line the business of business conducted by a Company Entity without obtaining the Company prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or any acquisition of its Affiliates, including, but not limited to, where such engagement is as stock or an officer, director, proprietor, employee, partner, investor (other than as a holder of interest representing less than 1a 5% of beneficial interest in a corporation that is obligated to file reports with the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited Securities and Exchange Commission pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its AffiliatesExchange Act. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in The covenants and restrictions against competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 5.1 (i) shall only apply to be reasonablesoftware products and related technologies and services developed, if a final judicial determination is made designed, manufactured, provided and/or sold for the hospitality and manufacturing software markets and (ii) shall not, for the avoidance of doubt, restrict the Executive from, directly or indirectly owning, managing, operating, controlling, or participating in the ownership, management, operation or control of, or working for or providing consulting services to, or permitting the use of his name by a court of competent jurisdiction or lending money to businesses engaged in or activities related to developing, marketing, selling, licensing or servicing software and related technologies for supply chain management, and (iii) shall not apply to the extent that the time or territory or Company is in default in the payment of any other restriction contained in this Agreement is an unenforceable restriction against obligation owed to the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges Consultant expressly covenants and recognizes agrees that Consultant will not, during the highly Term and for a period of one (1) year thereafter, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render consulting services to, or have any connection with, any business engaged in the design, development, marketing, installation or support of warehouse management systems or other computer integrated or turnkey systems or any business which provides products or services which are directly competitive nature with the Company’s products or services as they exist on the date of this Agreement in the United States; provided, however, that Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time three percent (3%) of any class of stock or securities of such company. (b) If any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Consultant declares that the foregoing time limitations are reasonable and properly required for the adequate protection of the business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have deemed reasonable. (d) The existence of any claim or cause of action by Consultant against the Company and its Affiliates and accordingly agrees that during the term or any subsidiary of the Executive’s employment and for Company other than under this Agreement shall not constitute a period of two (2) years after defense to the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted enforcement by the Company or any such subsidiary of its Affiliates, includingthe foregoing restrictive covenants, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder claim or cause of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person action shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovelitigated separately. (be) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms Subject to the covenant contained in the preceding subsections. Ifforegoing, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained nothing in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine prevent Consultant from accepting any employment or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability consulting engagements of any of the other restrictions contained hereinkind or from otherwise accepting any business opportunity.

Noncompetition. (a) The Executive acknowledges Independent of any obligation under any other contract or agreement between Employee and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Company, for a period of two one (21) years after year following the termination thereof: (i) of Employee's employment relationship with the Executive will not Company, Employee shall not, directly or indirectly engage in indirectly, whether as an individual for her own account, or for or with any business other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, which is or intends to be engaged in competition with any line biotechnology business and, more particularly, that provides technologies for DNA/RNA analysis and purification utilizing DHPLC technologies (provided, however, that the restrictions set forth in this clause shall not apply to involvement that consists solely of business conducted by "beneficially owning," as such term is used in Rule 13d-3 promulgated under the Company Exchange Act 2% or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock securities of any class of securities issued by a publicly publicly-traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory;entity): (iia) Solicit, interfere with, or endeavor to entice away from the Executive will not perform Company, any person, firm, corporation, partnership, or solicit entity of any kind whatsoever, which was or is a client or licensor of the performance Company, for which the Company performed services, with respect to any business, product or service that is competitive to the products or services offered by the Company, or under development by the Company, as of services for any customer the date of the termination of Employee's relationship with the Company. This restriction shall apply only to such clients or client licensors of the Company as were serviced or solicited by Employee at any time during the one (1) year prior to the separation of its Affiliates; (iii) Employee's relationship with the Executive will not directly Company, either as an independent contractor or indirectly induce any as an employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above.Company; (b) The covenant contained in Section 7.01(a)(i) above is intended Solicit or endeavor to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce induce any of the separate covenants (Company's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for Employee or for any part thereof) deemed included in such subsections, then such unenforceable covenant (other person or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.entity; (c) It is expressly understood and agreed that although Induce or attempt to induce any supplier, licensee or other business relation of the Executive Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, licensee or business relation and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompany.

Noncompetition. (a) The Company and its Affiliates mine, extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the training and development of its employees and in developing goodwill with its customers and vendors. As the Company’s General Counsel, the Executive will have access to Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates Affiliates, the importance of the proprietary confidential information and trade secrets to which Executive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that that, except as otherwise provided for in this Article 7: (i) during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: , or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (i) whichever is later), the Executive will not not, except on behalf of the Company, directly or indirectly engage in any business Business Activity which is in competition with any line of business conducted by the Company or any of its AffiliatesAffiliates in the Restricted Territory, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation)investor, consultant, advisor, agent or sales representative, or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any Business Activity in competition with any line of business conducted by the Company or any of its Affiliates in the Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not not, without the Company’s written consent, directly or indirectly, for herself or on behalf of any other person, partnership, company, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any customer Customer or client Prospective Customer of the Company or any of its Affiliates; (iii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (d) Notwithstanding any provision in this Agreement to the contrary, as it relates to the practice of law, the restrictive covenants included in this Article 7 and more specifically in Section 7.01(a) relating to non-competition and non-solicitation shall be interpreted to be consistent with the Pennsylvania rules of professional conduct (and any other jurisdiction) and shall not restrict the Executive’s right to practice law. For the avoidance of doubt, this Agreement shall also be interpreted to be consistent with all applicable rules of professional conduct or rules of ethics under Pennsylvania law (and any other jurisdiction) and shall not expand the scope of the Executive’s duties to maintain privileged and confidential information under such rules.

Noncompetition. Each Seller agrees that for a period of five years from the Closing Date, unless this Section 7.3(a) is terminated prior to the expiration of such five year period in accordance with Section 2.4(d)(ii), he will not, within the boundaries of the territory applicable to the business of Company, without the prior written consent of Buyer which consent may be withheld in the sole and absolute discretion of Buyer, directly or indirectly, including through AAQ or AIM, either alone or in association or in connection with or on behalf of any Person now existing or hereafter created: (ai) be or become engaged in, directly or indirectly, with any Competitive Business (as defined below) including being or becoming an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, independent sales representative, associate, consultant, agent, supplier, lessor, or lessee of, to or from any Competitive Business; (ii) give information or financial assistance to any Competitive Business; or (iii) use or authorize the use of his name or any part thereof to be used or employed in connection with any Competitive Business (collectively and severally, the “Noncompetition Covenants”). For the purposes of this Agreement, a “Competitive Business” is the business of Company as currently conducted or as conducted during the Contingent Payment Period. Nothing in this Section 7.3(a) will prevent any Seller from owning a less than 3% interest in any publicly traded company that is a Competitive Business. The Executive acknowledges Noncompetition Covenants will be construed to be divided into separate and recognizes distinct Noncompetition Covenants with respect to (i) each jurisdiction of the highly competitive nature territory and (ii) each matter or type of conduct described therein. Each such divided Noncompetition Covenant will be separate and distinct from all such other Noncompetition Covenants with respect to the same or any aspect of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveCompany. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. During the period commencing on the Effective Date and ending on December 31, 2012 (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two “Non-Competition Period”), Stockholder shall not (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage other than in any business which is in competition connection with any line of business conducted by the Company services to Buyer or any of its Affiliatessubsidiary thereof, including, but not limited toto LTX-Credence and/or the Company, where or their respective successors or assigns), without the prior written consent of Buyer, directly or indirectly: (a) engage, anywhere in the Restricted Territory (as defined below), in any business (including research and development), operations, activities and/or services that are related to any design, development, implementation, sale, marketing, promotion, supply, distribution or resale, in any form, of advanced test systems and solutions for the semiconductor industry, or provides the products and services of the Company, Buyer, LTX-Credence, or any affiliates of any of the foregoing, as such engagement exist as of the Closing Date, as such term is as defined in the Merger Agreement, (a “Competing Business Purpose”). For avoidance of doubt, a “Competing Business Purpose” shall not include any business (including research and development), operations, activities and/or services entered into by Company, Buyer, LTX-Credence, or any affiliates of any of the foregoing after the Closing Date; (b) be or become an officer, director, proprietorstockholder, owner, affiliate, co-owner, partner, trustee, employee, partneragent, investor representative, supplier, contractor, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in, or participate in or facilitate the financing, operation, management or control of, any firm, partnership, corporation, person, entity or business that engages or participates in a Competing Business Purpose in the Restricted Territory; or (other than c) contact, solicit or communicate with the Company’s (or its successor’s) customers in connection with a Competing Business Purpose; provided, however, that nothing in this Agreement shall prevent or restrict Stockholder from any of the following: (i) owning as a holder of passive investment less than one percent (1% %) of the outstanding shares of the capital stock of a publicly traded corporation (whether public or private) that is engaged in a Competing Business and Stockholder is not otherwise associated with such corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; ; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; performing speaking engagements and receiving honoraria in connection with such engagements; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was being employed by the Company any government agency, college, university or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) monthsother non-profit research organization; and (iv) owning a passive equity interest in a private debt or equity investment fund in which the Executive will Stockholder does not directly have the ability to control or indirectly assist others exercise any managerial influence over such fund; or (v) any activity consented to in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovea prior writing by Buyer. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Seller will, for a period of two three (23) years from and after the termination thereofClosing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates: (i) employing, engaging or seeking to employ or engage any Person who within the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as prior twelve (12) months had been an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company Buyer or any of its Affiliates to engaged in the Business, unless such employee (1A) engage in resigns voluntarily (without 34 any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company solicitation from Seller or any of its Affiliates) to any person who was employed or (B) is terminated by the Company Buyer or any of its Affiliates unless such person shall have ceased after the Closing Date; (ii) causing or attempting to be employed by cause (A) any client, customer or supplier of the Company Business to terminate or materially reduce its business with Buyer or any of its Affiliates for or (B) any officer, employee or consultant of Buyer or any of its Affiliates engaged in the Business to resign or sever a period relationship with Buyer or any of its Affiliates except that, in the event that Seller is acquired (whether through (i) sale of substantial assets, or (ii) merger, sale of stock or otherwise pursuant to which the stockholders of Seller immediately prior to such transaction hold less than a majority of the voting securities of the surviving or acquiring corporation after such transaction), by an independent third party with operations that compete with the Business at least twelve the time of such transaction (12a "Pre-Existing Business"), this prohibition shall not apply to such Pre- --------------------- Existing Business as so conducted; (iii) monthsdisclosing (unless required by law or compelled by judicial or administrative process) or using any confidential or secret information relating primarily to the Business or any client, customer or supplier of the Business; andor (iv) the Executive will not directly participating or indirectly assist others in engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending assistance (financial or otherwise) to any Person participating or engaged in, any of the activities lines of business which comprised the Business on the Closing Date in any jurisdiction in which the Division presently conducts the Business except that, in the event that Seller is acquired (whether through (i) sale of substantial assets, or (ii) merger, sale of stock or otherwise pursuant to which the stockholders of Seller immediately prior to such transaction hold less than a majority of the voting securities of the surviving or acquiring corporation after such transaction), by an independent third party with operations that compete with the Business at the time of such transaction, this prohibition shall not apply to such Pre- Existing Business as so conducted, and except that this restriction shall not apply to the Seller's retaining, possessing or taking ownership or disposing of the products sold to Comlog in 1999 for approximately one- hundred twelve thousand nine-hundred two dollars ($112,902) and which products are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovebeing held by Seller in storage in Rochester. (b) The covenant contained parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section 7.01(a)(i5.11. It ------------ is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) above is intended of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be construed as a series of separate covenantsinvalid or unenforceable, one for each county, town, city and state such invalidity or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) unenforceability shall be deemed to be eliminated from this Agreement for the purpose of those proceedings apply only with respect to the extent necessary operation of such provision in the particular jurisdiction in which such determination is made and not with respect to permit the remaining separate covenants (any other provision or portions thereof) to be enforcedjurisdiction. (c) It is expressly understood The parties hereto acknowledge and agreed agree that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court any remedy at Law for any breach of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not Section would be rendered void but shall be deemed amended inadequate, and Seller hereby consents to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if the granting by any court of competent jurisdiction finds an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that any restriction contained in this Agreement is unenforceable, and the breach or threatened breach of such restriction cannot provisions may be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffectively restrained.

Noncompetition. (a) The Executive acknowledges and recognizes Employee agrees that, except in accordance with his duties under this Agreement on behalf of Employer, he will not during the highly competitive nature term of this Agreement: (i) Participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which is engaged in the business of the Company and its Affiliates and accordingly agrees that distributing, selling or otherwise trading in products or services which are competitive to any products or services distributed, sold or otherwise traded in by Employer during the term of the ExecutiveEmployee’s employment and with Employer, or which are competitive to any products or services being actively developed, with the bona fide intent to market same, by Employer during the term of the Employee’s employment with Employer. (ii) In addition, Employee agrees that for a period of two (2) years after the termination thereof: (i) of his employment, he shall observe the Executive will covenants set forth in this Section 8 and shall not own, either directly or indirectly engage or through or in conjunction with one or more members of his or his spouse’s family or through any business trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, any partnership, corporation, or other entity which is distributes, sells, or otherwise trades in competition products which are competitive to any products or services being developed, distributed, sold or otherwise traded in by Employer, during Employee’s term of employment with any line Employer, or being actively developed by Employer during the term of business conducted by the Company or any Employee’s term of its Affiliatesemployment with Employer with a bonafide intent to market same. Employee further agrees, includingfor such two year period following termination, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not to refrain from directly or indirectly induce any employee of soliciting Employer’s vendors, customers or employees, except that the Company Employee may solicit Employer’s vendors or any of its Affiliates to (1) engage customers in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment connection with the Company or any of its Affiliates. Moreover, the Executive will a business that does not compete directly or indirectly employ or offer employment (with that of Employer. However, if the Employer breeches this Agreement by failing to pay to Key Man all sums due him under the terms hereof, if any, the two year term of the covenant in connection with any business this Section 8.(a)(ii) will be reduced to a period equal to 730 days multiplied by a factor the numerator of which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any sum of the activities which are prohibited amounts that Employer has paid to Key Man under clauses (i)-(iii) the terms of this Section 7.01(a) aboveAgreement and the denominator of which is the Sum of the Amounts that Employer should have paid to Employee under the terms of this Agreement. (b) The covenant contained in Employee hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by Employer upon any breach of the terms of this Section 7.01(a)(i) above is intended to be construed as a series of separate covenants8 by Employee, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. IfEmployee therefore agrees that Employer, in addition to recovering on any judicial proceedingclaim for damages or obtaining any other remedy available at law, also may enforce the court shall refuse to enforce any terms of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made 8 by a court restraining order or preliminary injunction enjoining Employee from further breach of competent jurisdiction that the time or territory or this Agreement, and may obtain any other restriction contained appropriate remedy available in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinequity.

Noncompetition. (a) The Executive Employee acknowledges and recognizes that the highly competitive Employee performs services of a unique nature of the business of for the Company that are irreplaceable, and its Affiliates and accordingly agrees that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the term of the ExecutiveEmployee’s employment hereunder and for a period of two twelve (212) years months after termination of employment by either party (not taking into account any continuation of salary and benefits under Section 6(d)(ii)), the termination thereof: (i) Employee agrees that the Executive Employee will not not, directly or indirectly engage indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in electronic invoice presentment and electronic payment processing, or in any other material business in which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is subsidiaries (or any parent of the Company for which the Employee has performed services as an employee, consultant, independent contractor, officer, directormanager or director thereof) is engaged in on the date of termination or in which they have taken substantial steps to enter, proprietoron or prior to such date, employeeto be engaged in on or after such date, partnerin any locale of any country in which the Company conducts business. Notwithstanding the foregoing, investor nothing herein shall prohibit the Employee from being a passive owner of not more than five percent (other than as a holder of less than 1% 5%) of the outstanding capital stock equity securities of a publicly traded corporation), consultant, advisor, agent or sales representative, corporation engaged in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage a business that is in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment competition with the Company or any of its Affiliates. Moreoversubsidiaries or affiliates, so long as the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained Employee has no active participation in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any business of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedcorporation. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature In consideration of employment of the business of the Company and its Affiliates and accordingly agrees that Officer, during the term of the Executive’s employment Term and for a period of two eighteen (218) years after months following the termination thereof: of the Officer’s employment with the Employers under this Agreement, the Officer agrees that he will not, within: fifty (50) miles of any office of the Employers or any of their subsidiaries; ▇▇▇▇▇ County, North Carolina; Mecklenburg County, North Carolina; ▇▇▇▇▇▇▇▇ County, North Carolina; Catawba County, North Table of Contents Carolina (collectively, the “Territory"); directly or indirectly, own, manage, operate, join, control or participate in the management, operation or control of, or be employed by, an independent contractor (as a consultant or otherwise) of, or connected in any manner with, any Person who Competes with either of the Employers or their subsidiaries, without the prior written consent of the Board. Notwithstanding the foregoing, (i) the Executive will not directly Officer shall be free, without such consent, to purchase or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is hold as an officer, director, proprietor, employee, partner, investor investment or otherwise up to five percent (other than as a holder of less than 1% 5%) of the outstanding capital stock equity interests of any Person which has any class of equity interests listed on any national securities exchange or which has transactions in a publicly traded corporation)class of its equity interests quoted on The Nasdaq Stock Market or other over-the-counter market or inter-dealer quotation system, consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client Officer may be employed by a Person who Competes with either of the Company Employers or any their subsidiaries in an area or unit of its Affiliates; such Person’s business whose products, services or activities do not compete with the products or activities of Granite, (iii) the Executive will not directly or indirectly induce any employee Officer may be employed with a Person who Competes with either of the Company or any Employers in a position that is not otherwise exempt from the overtime provisions of its Affiliates the Fair Labor Standards Act to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate the extent such employee’s employment with position does not involve the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted exercise by the Company Officer of management or supervisory responsibilities or utilize any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and Confidential Information, and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement 11(b) shall not be rendered void but shall be deemed amended cease to apply as to the Officer upon the sale or transfer of all or substantially all of the assets of either Employer (except to an Affiliate of an Employer) or upon the occurrence of a transaction, including a sale or transfer of capital stock or a merger involving either Employer, after which a Person (other than a Person controlled by or under common control with Granite prior to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any transaction) acquires more than 50% of the other restrictions contained hereinvoting capital stock of either Employer.

Noncompetition. (a) The Executive acknowledges and recognizes agrees that he will not engage in Competition (as defined below) while he is employed by the highly competitive nature Company. In the event that the Executive engages in Competition within the three-year period immediately following the termination of the business of his employment with the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: any reason, (i) his Initial Option shall be immediately forfeited to the extent not previously exercised and (ii) he shall forfeit (or, in the case of prior payment to the Executive, shall repay together with interest at the Applicable Federal Rate, determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance payment provided for in Section 5(c)(i). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive will not engages in Competition and the third anniversary of his last day of employment by the Company, divided by (y) 1095. The Company's sole remedy for the breach of this Section following his termination of employment shall be as set forth in the preceding two sentences. The Executive shall be deemed to be engaging in "Competition" if he directly or indirectly engage indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, any business engaged in the financial services business (a "Competing Business") in any state in which the Company or its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of such business and is in material competition with any line of the business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% at the time of the outstanding capital stock termination of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s his employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.subsidiaries or

Noncompetition. (a) The Executive acknowledges As an inducement for the Purchaser to enter into this Agreement and recognizes as additional consideration for the highly competitive nature of consideration to be paid to the business of Sellers under this Agreement the Company and its Affiliates and accordingly agrees Sellers agree that during the term of the Executive’s employment and for a period of two (2) five years after the termination thereofClosing: (i) 6.11.1 None of the Executive will not Sellers will, directly or indirectly indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any business which is in competition with any line of business conducted by the Company manner connected with, lend its name or any similar name to, lend its credit to, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of its Affiliatesthe Business as it is conducted on the date of this Agreement, includinganywhere within North America; provided, however, that the Sellers may purchase or otherwise acquire up to (but not limited to, where more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the outstanding capital stock Securities Exchange Act of a publicly traded corporation)1934. The Sellers agree that this covenant is reasonable with respect to its duration, consultantgeographical area, advisorand scope. 6.11.2 None of the Sellers will, agent directly or sales representativeindirectly, either for itself or any other Person, (A) induce or attempt to induce any Business Employee or other employee of the Purchaser to leave the employ of the Purchaser, (B) in any Restricted Territory; (ii) way interfere with the Executive will not perform or solicit relationship between the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce Purchaser and any employee of the Company Purchaser, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01the Purchaser unless such employee has been terminated by the Purchaser, or (2D) terminate such employee’s employment induce or attempt to induce any customer, supplier, licensee, or business relation of the Purchaser to cease doing business with the Company Purchaser, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of the Purchaser. 6.11.3 None of the Sellers will, directly or indirectly, either for itself or any other Person, solicit the business of its Affiliates. Moreover, any Person known to the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased Sellers to be employed a customer of the Business, whether or not the Sellers had direct contact with such Person, with respect to products or activities which compete in whole or in part with the products or activities of the Business as it is conducted on the date of this Agreement; 6.11.4 In the event of a breach by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) Sellers of this Section 7.01(a) above. (b) The any covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained set forth in this Section 7.01 6.11, the term of such covenant will be extended by the period of the duration of such breach; 6.11.5 In addition to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or its right to damages and any other restriction contained in this Agreement is an unenforceable restriction against rights it may have, the Executive, Purchaser will be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement shall not Section 6.11 of this Agreement, it being agreed that money damages alone would be rendered void but shall inadequate to compensate the Purchaser and would be deemed amended an inadequate remedy for such breach. The rights and remedies of the Purchaser to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, are cumulative and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinalternative.

Noncompetition. (a) The Executive Each of the Sellers, the LOS Owners and DFA acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive Closing, they will not call on, solicit, interfere with or attempt to entice away, either directly or indirectly engage in indirectly, any business which employee or customer (who is in competition with not also currently a customer of DFA) of the Company either for their own benefit or purposes or for the benefit or purposes of any line of business conducted other Person within the geographic area currently served by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% the "TERRITORY"). For the purposes of the outstanding capital stock of foregoing, a publicly traded corporation), consultant, advisor, agent customer shall be any Person with which the Company had a written or sales representative, verbal agreement in any Restricted Territory; (ii) the Executive will not perform way relating to any products or solicit the performance of services for any provided to such customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any within the twelve-month period preceding the date of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveClosing. (b) For a period of five (5) years after Closing, each of the Sellers, the LOS Owners, shall not, directly or indirectly, engage or participate in, assist or have any interest in any Person (whether as an employee, officer, director, agent, creditor, consultant or otherwise) which directly is competitive with or engaged in substantially the same or similar business as the Company. The covenant contained foregoing shall not preclude any Seller from being a passive investor or security holder of an interest constituting less than 5% of the equity ownership, voting rights or debt of any of the foregoing. For a period of five (5) years after Closing, DFA shall not directly engage in or participate in or assist any Person which directly is competitive with or engaged in substantially the same business as the Company provided, however, that nothing in this Section 7.01(a)(i) above is intended to 11.3 shall be construed as a series preventing DFA from engaging (a) in any business after Closing that it engaged in within the Territory prior to Closing; (b) in any business outside the Territory; or (c) in any business within the Territory in products and services not provided by the Company. The parties acknowledge and agree that any current affiliate of separate covenants, one for each county, town, city and state DFA shall not be competitively restricted in any form or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained manner in the preceding subsections. IfTerritory by the terms, in any judicial proceeding, the court shall refuse to enforce any conditions and provisions of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedSection 11.3. (c) It is expressly understood and agreed that although If following the Executive and Closing, as a result of a merger, sale of the Company consider Interests, sale of substantially all of the restrictions contained assets of the Company or other reorganization, there is a change in this Section 7.01 to be reasonable, if a final judicial determination is made by a court the voting control of competent jurisdiction the Company such that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against holders of 100% of the Executivevotes prior to the event hold less than 30% after the event, then the provisions of this Agreement Section 11.3 shall not automatically terminate and be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine of no further force or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffect.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and Term and, if Employee is terminated for Cause or resigns, for a period of two six (26) years after the months following such termination thereofof Employee's employment, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for contact any customer or client of the Company or any of its Affiliatessubsidiaries or other person for the purpose of inducing or attempting to induce such customer or other person to cease doing business with the Company or any of its subsidiaries; (iiiii) the Executive will not directly induce or indirectly induce attempt to persuade any agent or employee of the Company or any of its Affiliates subsidiaries to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliatessubsidiaries or to commence work with any competitor of the Company or any of its subsidiaries; (iii) call on, solicit, attempt to obtain, accept, or in any way secure business from any of the customers of the Company or any of its subsidiaries for purposes of competing with the Company or any of its subsidiaries in the United States, nor, directly or indirectly, aid or assist any other person, firm or corporation in the solicitation of such customer for purposes of competing with the Company or any of its subsidiaries in the United States; and (iv) engage, as an officer, director, shareholder, owner, partner, joint venture, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company or any of its subsidiaries in the United States; provided, however, nothing contained herein shall prohibit Employee from conducting the business of publishing an investment newsletter after the end of the period which ends six (6) months after Effective Date. (b) The covenants in this Section are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the Executive will event any court of competent jurisdiction shall determine that any restrictions set forth in this Section are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed. (c) Each of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company or any of its subsidiaries, whether predicated on this Agreement or otherwise shall not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted constitute defense to the enforcement by the Company or any of its Affiliates) to any person who was employed by the Company or any subsidiaries of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovecovenants. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. In consideration of the payment to Executive of the Severance payments pursuant to Section 5(f)(ii) or 5(e) or Change in Control Compensation pursuant to Section 6, Executive hereby agrees that, from and after the Termination Date, and for two (a2) The years thereafter, Executive acknowledges and recognizes shall not participate as a partner, joint venturer, proprietor, shareholder, employee or consultant, or have any other direct or indirect financial interest (other than a less than 10% interest in a corporation whose shares are regularly traded on a national securities exchange or in the highly competitive nature over-the-counter market), including, without limitation, the interest of a creditor in any form, in, or in connection with, any business competing directly or indirectly with the business of the Company and its Affiliates Subsidiaries in any geographic area where the Company and accordingly agrees that its Subsidiaries are actively engaged in conducting business as of the Termination Date; provided that, for the avoidance of doubt, and notwithstanding anything to the contrary herein or in the Employment Agreement, during the term of the Executive’s employment Employment Term and for a period of two years thereafter neither Executive nor any of his non-Loan Party Affiliates or Subsidiaries (each as defined in the Credit Agreement) shall purchase, hold or acquire (including pursuant to any merger with any Person (as defined in the Credit Agreement)) any Equity Interests (as defined in the Credit Agreement) (other than a less than two percent (2%) years after the termination thereof: (i) the Executive will not interest in any corporation competing directly or indirectly engage with the business of the Company and its Subsidiaries or the Loan Parties and their Subsidiaries whose shares are regularly traded on a national securities exchange or in the over-the-counter market) in any business which is in competition competing directly or indirectly with any line of the business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company and its Subsidiaries or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveLoan Parties and their Subsidiaries. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges Seller hereby expressly acknowledges, and recognizes represents and warrants to the highly competitive nature Company, that it has agreed to be bound by the provisions of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: this Section 4.3: (i) to induce the Executive will Company to consummate the transactions contemplated by this Agreement, (ii) with the intention of causing the effective preservation of the goodwill of the Outsourcing Business unimpaired, and (iii) to provide assurance to the Company that Seller shall take no action that could frustrate or interfere with such preservation or otherwise impair such goodwill. Without limiting the generality of the foregoing or any other provision of this Agreement, it is the intention of the parties hereto that the covenants set forth in this Section 4.3 shall be enforceable and enforced to the fullest extent permissible under applicable laws. (b) Seller hereby covenants and agrees with the Company that, for the Non-Compete Period (as defined below), Seller shall not do the following, directly or indirectly engage in any indirectly, acting alone or as a member of a partnership or other business which is in competition with any line of business conducted by the Company entity or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of any security of any class (provided, however, that nothing herein shall prohibit Seller from holding less than one percent (1% %) of the outstanding capital stock amount of a any publicly traded corporation), consultant, advisor, agent or sales representative, security): i. engage in any Restricted Territorycompetitive business of the Outsourcing Business in any country in which Seller currently conducts or contemplates conducting any business, other than the overlap from Seller’s other IT-related businesses (hereinafter “Allowed Businesses); (ii) the Executive will not perform . request, induce or solicit the performance of services for attempt to influence any person who is or was a customer or client of the Company Outsourcing Business to limit, curtail or any of cancel its Affiliates; (iii) business with the Executive will not directly or indirectly induce any employee Outsourcing Business, nor to personally solicit, other than for the purposes of the Company Allowed Businesses, the business of any person who is or was a customer or client of the Outsourcing Business for a competitive business; or iii. request, induce or attempt to influence any current or future officer, director, manager, employee, consultant, agent or representative of its Affiliates the Outsourcing Business to (1i) engage in any activity terminate his, her or conduct which is prohibited pursuant to this Section 7.01its employment or business relationship with the Outsourcing Business, or (2ii) terminate such employee’s employment with the Company or commit any act that, if committed by Seller would constitute a breach of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) provision of this Section 7.01(a) above4.3. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature agrees that, except in accordance with his duties under this Agreement on behalf of the business of the Company and its Affiliates and accordingly agrees that Company, he will not during the term Term of the Executive’s employment and for a period of two (2) years after the termination thereofthis Agreement: (i) the Executive will not Participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly engage indirectly, in any business enterprise which is engaged in competition with the business of distributing, selling or otherwise trading in products or services which are competitive to any line of business conducted products or services distributed, sold or otherwise traded in by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% subsidiaries during the Term of the outstanding capital stock of a publicly traded corporation)Executive's employment with the Company, consultantor which are competitive to any products or services being actively developed, advisorwith the bona fide intent to market same, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of by the Company or any of its Affiliatessubsidiaries during the Term of the Executive's employment with the Company; (iiiii) In addition, the Executive will agrees that for a period of two years after the end of the Term of this Agreement (unless the Company breaches this Agreement by failing to pay to the Executive all sums due him under the terms hereof, in which event the following provisions of this Section 15(a) shall be inapplicable), the Executive shall observe the covenants set forth in this Section 15 and shall not own, either directly or indirectly induce or through or in conjunction with one or more members of his or his spouse's family or through any employee of trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, any partnership, corporation, or other entity which distributes, sells, or otherwise trades in products which are competitive to any products or services being developed, distributed, sold, or otherwise traded in by the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to subsidiaries, during the Term of this Section 7.01Agreement, or (2) terminate being actively developed by the Company or any of its subsidiaries during the Term of this Agreement with the Company with a bona fide intent to market same. The Executive further agrees, for such employeetwo-year period following termination, to refrain from directly or indirectly soliciting the Company's vendors, customers or employees, except that the Executive may solicit the Company’s employment vendors or customers in connection with a business that does not compete with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) abovesubsidiaries. (b) The covenant contained in Section 7.01(a)(i) above is intended Executive hereby agrees that damages and any other remedy available at law would be inadequate to be construed as a series of separate covenants, one for each county, town, city and state redress or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to remedy any loss or damage suffered by the covenant contained in the preceding subsections. If, in Company upon any judicial proceeding, the court shall refuse to enforce any breach of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose terms of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made 15 by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, and the provisions Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine section 15 by injunction or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceablespecific performance, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of may obtain any of the other restrictions contained hereinappropriate remedy available in equity.

Noncompetition. From and after the Effective Date and continuing for the longer of (ai) The Executive acknowledges and recognizes 12 months following the highly competitive nature expiration or termination of this Agreement or (ii) the remainder of the Term of this Agreement, Employee shall not without the prior written consent of the Board (w) become employed by, or undertake to work for, directly or indirectly, whether as an advisor, principal, agent, partner, officer, director, employee, shareholder, associate or consultant of or to, any person, partnership, corporation or other business entity which is a Major Competitor of Employer in the business of the Company and its Affiliates and accordingly agrees that during the term offering, promoting or syndicating to any person, including developers, investors, or project sponsors, low income housing tax credits under Section 42 of the Executive’s Internal Revenue Code or the business of offering, promoting or providing financing for multifamily properties to any person, including the developers, sponsors and owners of such properties, (x) solicit any employee of Employer to change employment and or (y) solicit for a period the purpose of two (2) years after the termination thereof: (i) the Executive will not directly offering, providing or indirectly engage in syndicating low-income housing tax credits or offering or providing multifamily debt financing, any business which is in competition with any line client, customer or investor of business conducted by the Company Employer or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor subsidiaries which closed (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (iicapacity) the Executive will not perform a tax credit or solicit the performance of services for any customer or client of the Company debt financing transaction with Employer or any of its Affiliates; subsidiaries during the thirty-six (iii36) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01months preceding Employee’s termination, or (2z) terminate such employee’s employment with the Company disclose proprietary or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any confidential information of the activities which are prohibited Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other similar information; provided, however, if Employer terminates Employee without cause under clauses (i)-(iiiSection 7(a)(i) or as a result of a disability under Section 7(a)(iii) of this Agreement, or the Employee resigns for good reason under Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants7(b), one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of Section 7(c)(ii) apply to the termination, clause (w) of this Agreement paragraph (a) shall not be rendered void but apply; further, provided, that if Employee is terminated as a result of a disability under Section 7(a)(iii), clause (w) shall be deemed amended to not apply as to such maximum time beginning 12 months after the date of termination. As used herein “Major Competitor” shall mean Charter Mac and territory its Affiliates, GMAC and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableits Affiliates, and any other person or entity whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the developers, sponsors and owners of such restriction cannot be amended so as to make it enforceableproperties, unless the net worth of such finding shall not affect person or entity (if privately held) or the enforceability market capitalization of any of the other restrictions contained hereinsuch company (if publicly held) is less than $200 Million.

Noncompetition. (a) The Executive acknowledges and recognizes In consideration for the highly competitive nature Company entering into this Agreement, including without limitation in respect of the business payments set forth in Section 3 of this Agreement, you agree that, during the one (1) year period following any termination of your employment that entitles you to receive the severance benefits payable under Section 3, you will not engage in Competition (as defined below). In addition, at the Company’s option, in consideration for the payment of the Company and its Affiliates and accordingly agrees that during the term sum of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) your then-current Base Salary and (ii) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the Executive date that is sixty (60) days after the Termination Date, you agree that, during the one (1) year period following any termination of your employment that does not entitle you to receive the severance benefits payable under Section 3, you will not engage in Competition. You will be deemed to be engaging in “Competition” if you, directly or indirectly engage indirectly, in any business domestic or international jurisdiction in which is in competition with any line of business conducted by the Company or any of its Affiliatesaffiliates conducts business, includingown, but not limited tomanage other than as a member of the board of directors or similar governing body, where such engagement is operate, control, or participate in the ownership, management other than as a member of the board of directors or similar governing body, operation, or control of or provide services as an officer, director, proprietor, employee, partner, investor director, consultant, or otherwise in respect of any business (whether through a corporation or other entity) that is engaged in the development, manufacture, and sale (other than as a holder at the retail level) of less than 1% branded and generic drug products and that is in material and direct competition with any of the outstanding capital stock five (5) products that, over the four (4) fiscal quarters immediately preceding your Termination Date, accounted for the greatest amount of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services revenues for any customer or client of the Company or any of its Affiliates; affiliates, taken as a whole. Ownership for personal investment purposes only of less than five percent (iii5%) the Executive will not directly or indirectly induce any employee of the Company voting stock of any publicly held corporation or any of its Affiliates to less than five percent (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii5%) of this Section 7.01(a) above. any privately held business (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or without any other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained involvement in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any management or operation of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such partbusiness) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcednot constitute a violation hereof. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. The parties recognize that in the course of Employee's employment with the Company, Employee has had and will continue to have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of her employment with the Company, whether pursuant to this Agreement or otherwise, and, if and only if Employee's employment is terminated by the Company for Cause, as defined herein, or by Employee without Good Reason, as defined herein, for a period of one (a1) The Executive acknowledges year thereafter, he shall not, without the prior written consent of the Company, directly as principal, partner, director, or stockholder or through any corporation, partnership, or other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any capacity, or have any interest in or make any loan to, or otherwise be related with, any person, firm, corporation, association, or other entity located anywhere within fifty (50) miles of any of the Company's business locations and recognizes the highly competitive nature of engaged in any business competing in any material way with the business of the Company and its Affiliates and accordingly agrees that during the term or any subsidiary of the Executive’s employment and for a period Company as such business exists as of two the date of termination of employment; provided, however, that the foregoing shall not prevent Employee from owning up to five percent (25%) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of securities of, or being employed by, a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment held corporation that may compete with the Company or any of its AffiliatesCompany. MoreoverFor purposes hereof, the Executive will a business shall not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement competing with the Company in a material way unless it manufactures, sells, distributes, or otherwise deals in one or more products manufactured, sold, distributed or otherwise dealt in by the Company and which product or products account for at least five percent (5%) of the purpose Company's gross sales volume at the time in question. The parties believe, in light of those proceedings the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of compensation and other benefits provided herein, and the damage that could be done to the extent necessary to permit Company's business by Employee's competing with the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonableCompany, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained foregoing covenant not to compete is reasonable in this Agreement is an unenforceable restriction against the Executivetime, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time scope, and territory and to such maximum extent as such court may judicially determine or indicate to be enforceablegeographical limitation. AlternativelyHowever, if any court should construe the time, scope, or geographical limitation of competent jurisdiction finds the covenant not to compete to be too broad or extensive, it is the intention of the parties that any restriction contained in this Agreement is unenforceablethe contract be automatically reformed, and as so reformed, enforced, to the maximum limits which may be found to be reasonable by such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincourt.

Noncompetition. (a) The Executive acknowledges and recognizes During the highly competitive nature Restricted Period: (1) Seller will not, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than any of the business Affiliated Companies, and will not allow any Affiliate to, engage in or assist any other Person to engage in the Covered Business anywhere in the Covered Area (except by virtue of the Company and its Affiliates and accordingly agrees that during the term passive ownership of less than five percent (5%) of the Executive’s employment and for a period outstanding stock of two any publicly-traded corporation); (2) years after Seller will not, directly or indirectly, and will not allow any Affiliate to, solicit or endeavor to entice away from the termination thereof:Affiliated Companies, or offer employment or a consulting position to, any Person who is, or was within the one year period prior thereto, an employee of or consultant to the Affiliated Companies other than employees whose employment or consulting engagement is terminated by the Company; (i3) the Executive Seller will not, directly or indirectly, and will not allow any Affiliate to, solicit or endeavor to entice away from the Affiliated Companies, or endeavor to reduce the business conducted with the Affiliated Companies by, any Person who is a customer or client of, supplier, vendor or service provider to, or other Person having business relations with, the Affiliated Companies; and (4) Seller will not, directly or indirectly engage in indirectly, and will not permit any business which is in competition with Affiliate to, publish or communicate to any line of business conducted by Person any Disparaging remarks, comments or statements concerning the Company Affiliated Companies (or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder them) or any management-level employee of less than 1% any of the outstanding capital stock Affiliated Companies (provided, that the foregoing shall not preclude Seller or Affiliate of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (Seller from making truthful statements in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveProceeding). (b) The covenant contained in For purposes of this Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding7.2, the court following terms shall refuse to enforce any of have the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following meanings:

Noncompetition. The Advisor acknowledges that (ai) The Executive acknowledges the Advisor performs services of a unique nature for the Company that are irreplaceable and recognizes that the highly competitive nature Advisor’s performance of the such services to a competing business of will result in irreparable harm to the Company and its Affiliates subsidiaries; (ii) the Advisor has had and accordingly agrees that will continue to have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company and its subsidiaries; (iii) in the course of employment or engagement by a competitor, the Advisor would inevitably use or disclose such Confidential Information; (iv) the Company and its subsidiaries have substantial relationships with their customers and the Advisor has had and will continue to have access to these customers; (v) the Advisor has received and will receive specialized training from the Company and its affiliates; and (vi) the Advisor has generated and will continue to generate goodwill for the Company and its subsidiaries in the course of the engagement. Accordingly, during the term of the Executive’s employment Term and for a period of two six (26) years after months thereafter (the termination thereof: (i) “Restricted Period”), the Executive Advisor agrees that the Advisor will not, and will not prepare to, directly or indirectly engage in any business which is in competition with any line of business conducted by the Company indirectly, own, manage, operate, control, lend one’s name or any of its Affiliates, including, but not limited assistance to, where such engagement is be employed or engaged by (whether as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisorindependent contractor or otherwise, agent and whether or sales representativenot for compensation) or render services to any person, firm, corporation or other entity, in any Restricted Territory; (ii) the Executive will not perform whatever form, engaged in or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates preparing to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment competition with the Company or any of its Affiliates. Moreover, the Executive will not directly subsidiaries or indirectly employ or offer employment (in connection with any other material business in which is in competition with any line of business conducted by the Company or any of its Affiliates) subsidiaries is engaged or in which they have planned to be engaged in any person who was employed by state, county, municipality, city, or other locale of the United States or any other country or jurisdiction in which the Company or any subsidiary conducts or has material plans to conduct business in each case, during the Term. Notwithstanding the foregoing, nothing herein prohibits the Advisor from being a passive owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Affiliates unless such person shall have ceased to be employed by subsidiaries or affiliates, so long as the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained Advisor has no active participation in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any business of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedcorporation. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. (ai) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof: (i) the Executive will not directly or indirectly engage in any business which is in competition with any line perform services of business conducted by a unique nature for the Company or any Group that are irreplaceable and that the Executive’s performance of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as services to a holder of less than 1% of competing business will result in irreparable harm to the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; Company Group; (ii) the Executive will not perform have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group; (iii) in the course of employment by a competitor, the Executive would inevitably use or solicit disclose such Confidential Information; (iv) the performance of services for any customer or client members of the Company or any of its Affiliates; Group have substantial relationships with their customers and the Executive will have access to these customers; (iiiv) the Executive will not directly receive specialized training from the Company Group; and (vi) the Executive will generate goodwill for the Company Group in the course of employment. Accordingly, during the Executive’s employment or indirectly induce other engagement with any employee member of the Company Group and for a period of one year thereafter (the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, for the Executive’s own account or for the account of any other person, with or on behalf of its Affiliates to any person, or as a sole proprietor, partner, stockholder, director, officer, principal, agent, employee, consultant, representative, advisor or executive, or in any other capacity or relationship, (1A) engage in any activity Competitive Activities within or conduct with respect to any state, city, county, parish or other locale in which is prohibited pursuant the Company operates or has taken substantial preparatory steps to enter, (B) participate in or make any investment or acquisition in any investment, assets or other interests that the Executive actually knew had been consummated or was being pursued or contemplated by the Company Group, and/or (C) take any preparatory steps to engage in any of the activities described in clauses (A) or (B) of this Section 7.019(b). Notwithstanding the foregoing, or (21) terminate such employee’s employment nothing herein prohibits the Executive from being a passive owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Affiliates. Moreoversubsidiaries or affiliates, so long as the Executive will not directly or indirectly employ or offer has no active participation in the business of such corporation and (2) in the event the Executive’s termination of employment (is in connection with any business which is in competition with any line the wind down of business conducted by the Company or any of its Affiliates) and no General Severance is paid pursuant to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of Section 7(d)(i)(2), this Section 7.01(a9(b) aboveshall not apply following such termination of employment. (bii) The covenant contained As used in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceedingthis Agreement, the court following terms shall refuse to enforce any of have the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following meanings:

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during in the term event his employment is terminated, whether by him or by the Company, prior to the Change of the Executive’s employment and Control Date he will not for a period of one (1) year after the Date of Termination (i) acting alone or in conjunction with others, directly or indirectly engage (either as owner, partner, stockholder, employer or employee) in any business in which he has been directly engaged during the last two (2) years after the prior to such termination thereof: (i) the Executive will not directly or indirectly engage in any business and which is directly in competition with any line of a business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; subsidiaries; (ii) the Executive will not perform acting alone or solicit the performance of services for in conjunction with others, directly or indirectly induce any customer or client customers of the Company or any of its Affiliates; subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company, to curtail or cancel their business with such companies or any of them; (iii) the Executive will not acting alone or in conjunction with others, directly or indirectly induce disclose to any employee person, firm or corporation the names of any customers of the Company or any of its Affiliates to subsidiaries; (1iv) engage acting alone or in conjunction with others, solicit or canvass business from any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with person who was a customer of the Company or any of its Affiliates. Moreoversubsidiaries at or prior to termination of the Executive's employment; or (v) acting alone or in conjunction with others, the Executive will not directly or indirectly employ induce, or offer employment (in connection with attempt to influence, any business which is in competition with any line executive of business conducted by the Company or any of its Affiliates) subsidiaries to any person who was employed by the Company or any terminate their employment. The provisions of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve clauses (12) months; and i), (ii), (iii), (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses ), and (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(iv) above is intended to be construed as a series are separate and distinct commitments independent of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinclauses. It is agreed that the ownership of not more than 2% of the equity securities of any company having securities listed on a registered exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i).

Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for For a period of two (2) years after the termination thereof: Closing Date, Seller and its subsidiaries will not, (ia) the Executive will not directly or indirectly engage in solicit or accept any business which is of the type currently engaged in competition with any line of business conducted by the Company or from any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment current agents under contract with the Company or any of its Affiliates. MoreoverCompany Subsidiary at the Closing, the Executive will not (b) directly or indirectly employ through active participation request or offer employment (in connection with advise any business which is in competition with any line of business conducted by the Person that uses Company or any Company Subsidiary as of the Closing to withdraw, curtail or cancel its Affiliatesbusiness, or (c) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not either directly or indirectly assist others as a greater than five percent (5%) stockholder, investor, partner, director, officer, employee, consultant or otherwise, engage in engaging in any the wholesale distribution on major medical or individual health insurance products through a network of retail agents or other general agents throughout the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) aboveUnited States. (b) The covenant contained Following the Closing Date, Seller and its Affiliates shall not use the words “Americas Health Care/Rx Plan Agency” or “AHCP”, in combination, in offering any services or products within the United States. If any provision set forth in Section 7.01(a)(i) above 4.4 or this Section 4.5 is intended held to be construed as a series unenforceable because of separate covenantsthe duration of such provision or the area covered thereby, one for each countythe parties hereto agree to modify such provision, townand that any court making such determination shall have the power to modify such provision, city and state to reduce the duration or other political subdivision area of a Restricted Territory. Except for geographic coveragesuch provision, each such separate covenant shall be deemed identical in terms or both, or to the covenant contained in the preceding subsections. Ifdelete specific words or phrases herefrom (“blue-penciling”), and, in any judicial proceedingits modified, reduced or blue-penciled from, such provision shall then be enforceable by the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedparties hereto. (c) It is expressly understood and agreed that although For purposes of Section 4.5(a), in the Executive and event a third party shall acquire more than fifty percent (50%) of the Company consider outstanding common stock of Seller during the restrictions contained in this Section 7.01 two (2) years after the Closing Date pursuant to be reasonablemerger, if a final judicial determination is made by a court of competent jurisdiction that the time or territory consolidation or any other restriction contained corporate transaction or in this Agreement is an unenforceable restriction against any other manner, resulting in Seller becoming a subsidiary of the Executivethird party, such third party and its Affiliates and subsidiaries and their respective officers, directors, employees, agents and representatives (other than Seller and its subsidiaries) shall not be subject to the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 4.5.