Common use of Noncompetition Clause in Contracts

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the (a) For a period beginning on the Closing Date and ending on the earlier later of the third anniversary of the Closing Date andor one year following the termination of Dentist’s independent contractor relationship with OGPA (the “Restricted Period”), with respect to any Restricted PersonSellers shall not, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly, (i) equity engage in or assist others in engaging in the practice of dentistry, orthodontics or the provision non-dental administrative services or other business management services to dental practices, whether general dentistry or specialized dentistry (collectively, the “Restricted Business”), within a geographic area consisting of a five mile radius of either of the Offices (or any replacement location provided that the replacement location shall be within a three mile radius of the Office location it is replacing) (the “Restricted Territory”); (ii) have an interest in any person, entity or trust or other organization, that engages directly or indirectly in the Restricted Business in the Restricted Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Buyers and (A) any vendor or payor of Buyers or (B) any other dental practice, dentist or hygienist with which either Buyer conducts business or intends to conduct business following Closing under a business management services agreement or otherwise. Notwithstanding the foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange if neither Seller is a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable)Period, Seller Sellers shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not permit any of their Affiliates to, directly or indirectly, build hire, engage, contract with, or solicit any employee or independent contractor of either of Buyers or encourage any such employee or independent contractor to leave such employment or engagement or hire any such employee who has left such employment or contract with any such independent contractor who has terminated its relationship with either of Buyers within a period of twelve months from the time in question. Sellers shall not, and operate shall not permit any greenfield plants of their Affiliates, directly or indirectly, to solicit or hire any employee or independent contractor of any dental practice with which either Buyer has a contractual arrangement. (c) During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, solicit or entice for the production treatment, or attempt to solicit or entice for treatment, any patient of uncoated free sheet paper OGPA or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation any of its Affiliates or any other dental practice or dentist with which either Buyer has a contractual relationship. For purposes of this Section 8X 5.02, the term “patient” shall mean any person who has utilized (i) any dental service provided by virtue any employee or independent contractor of its either of Sellers (including Dentist) or their any of Sellers’ Affiliates; or (wii) engaging any dental service provided by any employee or independent contractor of OGPA or any Affiliate of OGPA within a period of twelve (12) months from the time in Seller’s Other Businesses question. (d) Sellers acknowledge that a breach or activities reasonably related theretothreatened breach of this Section 5.02 would give rise to irreparable harm to Buyers, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by either of Sellers (xor any of Sellers’ Affiliates) ownership of Buyer Common Stock any such covenants and obligations, Buyers shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Notwithstanding any allocation of any portion of the Purchase Price to the non-competition agreements set forth in this Agreement, the parties acknowledge and agree that such allocation is not representative of, and has no relation to, the damages that Buyers would incur as a result of the Purchase breach of this Agreement by Sellers. (e) Sellers acknowledge that the restrictions contained in this Section 5.02 are reasonable and Sale Transactionnecessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationgeographic, service, or (z) acquisition of other limitations permitted by applicable law in any Person (whether jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessapplicable Law. The parties hereto agree that the covenant set forth covenants contained in this Section 8X is reasonable with respect to its duration, geographical area 5.02 and scopeeach provision hereof are severable and distinct covenants and provisions. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of The invalidity or unenforceability of any such covenant or provision as written shall have not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) For purposes of this Agreement, an “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to reduce direct or cause the scope, duration or area direction of the term management and policies of a person or provisionentity, to delete specific words whether through the ownership of voting securities, by contract or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedotherwise.

Noncompetition. From 5.13.1 Buyer shall not, shall cause its Affiliates not to and after shall use commercially reasonable efforts to cause the Closingother Selling Entities not to, (a) Exploit the Product, the Authorized Generic Product or any other product approved for the same indication as the Product containing the API as an active pharmaceutical ingredient or any of the Purchased Assets outside the Territory or (b) distribute, market, promote, offer for sale or sell the Product, the Authorized Generic Product or any other product approved for the same indication as the Product containing the API as an active pharmaceutical ingredient directly or indirectly to any Person inside the Territory that is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Product outside the Territory or assist another Person to do so. If Buyer or any of its Affiliates receives, or becomes aware of receipt by a licensee, sublicensee or distributor of, any orders for the Product (or any product that contains the same active pharmaceutical ingredient as the Product) for the Seller Territory, such Person shall refer such orders to Seller. Seller acknowledges and agrees that nothing set forth herein or in any Ancillary Agreement is intended to limit or prevent Buyer from Exploiting, or developing any line extensions, synthetic versions, other administration forms, presentations, dosages, formulations, improvements or next generation products for or of, the Product, in consideration of the mutual covenants provided for herein but subject to the limitations set forth each case, in the last sentence Territory. In no event shall Seller or any of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, its Affiliates have any obligations or responsibilities with respect to any Restricted Person, the date that a person such Exploitation or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable)development. 5.13.2 [***], Seller shall not, and shall cause its Subsidiaries Affiliates not to and shall use its commercially reasonable efforts to cause any licensee of Seller of rights to Exploit the Product (each a “Restricted Person” and, collectively, or any product that contains the “Restricted Persons”same active pharmaceutical ingredient as the Product) in the Seller Territory not to, (a) Exploit the Product, the Authorized Generic Product or any other product approved for the same indication as the Product containing the API as an active pharmaceutical ingredient or any of the Purchased Assets inside the Territory other than to exercise Seller’s or its Affiliates’ respective rights or to perform their respective obligations under this Agreement or any Ancillary Agreement or (b) other than pursuant to this Agreement or any Ancillary Agreements, distribute, market, promote, Manufacture, offer for sale or sell the Product, the Authorized Generic Product or any other product approved for the same indication as the Product containing the API as an active pharmaceutical ingredient directly or indirectlyindirectly for or to any Person outside the Territory that is reasonably likely to directly or indirectly distribute, build and operate market, promote, offer for sale or sell the Product inside the Territory or assist another Person to do so. Except to the extent contemplated in any greenfield plants Ancillary Agreement, if Seller or any of its Affiliates receives, or becomes aware of receipt by a licensee, sublicensee or distributor of, any orders for the production of uncoated free sheet paper Product (or corrugated container boardany product that contains the same active pharmaceutical ingredient as the Product) for the Territory, anywhere within the United States; provided that no Restricted such Person shall be deemed refer such orders to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedBuyer.

Noncompetition. From During the term hereof and until one year after the Closing, in consideration termination of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted PersonEmployee's employment hereunder, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the economy motel business (the "Designated Industry") and operate any greenfield plants for (B) were either conducted by the production of uncoated free sheet paper Employer prior to the Employee's termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed proposed to be taking an action in violation conducted by the Employer at the time of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretosuch termination, (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionEmployer in the Designated Industry any business opportunity of the Employee, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee's noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged corporation conducting business activities in a business that competes with the BusinessDesignated Industry. The parties hereto agree that Employee will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 8 until their expiration and will not be entitled to any compensation from the Employer with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 8 will be determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonably as to reduce the scopearea, duration or area scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges that in the course of the Executive’s employment with the Company and after its Affiliates and their predecessors, the ClosingExecutive will become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the 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. Therefore, and in further consideration of the mutual covenants provided for herein but subject compensation being paid to the limitations set forth in Executive hereunder, the last sentence of this Section 8XExecutive agrees that, during the Employment Period and for a period beginning on of twelve months following the Closing Date and ending on the earlier termination of the third anniversary of the Closing Date and, with respect to Employment Period for any Restricted Person, the date that a person or group of related persons reason (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsPeriod”) ), the Executive will not to, directly or indirectlyindirectly own, build and operate manage, control, participate in, consult with, render services for, or in any greenfield plants for manner engage in any business competing with the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result businesses of the Purchase and Sale TransactionCompany or its Affiliates, (y) ownership of less in any country where the Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than 5% three percent of the outstanding stock voting equity of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with and the Business. The parties hereto agree that the covenant set forth Executive’s other current positions and activities described in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall 3 will not be enforceable as so modified after the expiration of the time within which the judgment may be appealedprohibited hereby.

Noncompetition. From and after the Closing(a) The Seller agrees that, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date purchase by Purchaser hereunder and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Personother good and valuable consideration, the date that a person or group receipt and sufficiency of related persons (other than Madison Dearborn Capital Partners IVwhich are hereby acknowledged, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall not, and shall cause its Subsidiaries on or prior to the date which is five (each a “Restricted Person” and, collectively, 5) years after the “Restricted Persons”) not toClosing Date, directly or indirectly, build own, manage, operate, control, be employed by, provide consulting services to, participate in, lend its name to, invest in or be connected in any manner with the management, ownership, operation or control of any business, venture, or activity which competes with the Products (including parts and operate accessories therefore or any greenfield plants aspect of the Division Business). The Seller also agrees that it shall cause its directors and officers to comply with this Section 8.12(a) for a period of one (1) year after the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person Closing Date and shall be deemed to be taking an action in violation responsible for any breach of this Section 8X 8. 12(a) by virtue such officers and directors. The Seller also agrees it shall use its reasonable best efforts to cause its employees to comply with this Section 8.12(a) for a period of its one (1) year after the Closing Date. (b) Seller further agrees that for a period of five (5) years after the Closing Date it will not directly or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoindirectly without the prior written consent of Purchaser, (x) ownership of Buyer Common Stock recruit, offer employment, employ, engage as a result consultant, lure or entice away or in any other manner persuade or attempt to persuade any person who is an employee of the Purchase and Sale TransactionPurchaser or any subsidiary, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationgroup, or division of Purchaser or any Affiliate thereof (z) acquisition including the Division Business), to leave the employ of any Person (whether Purchaser unless such person has been terminated by asset purchase, stock purchase, merger the Purchaser or otherwise) engaged in a business that competes with the Businessan Affiliate of Purchaser. The parties hereto agree Seller also agrees that it shall cause its directors and officers to comply with this Section 8.12(b) and shall be responsible for any breach of this Section 8. 12(b) by such officers and directors. The Seller also agrees it shall use its reasonable best efforts to cause its employees to comply with this Section 8.12(b) for a period of one (1) year after the covenant set forth in Section 8X is reasonable with Closing Date. With respect to its durationOrthoCanada's officers, geographical area directors and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceableemployees, the parties agree that noncompetition provisions referred to above shall apply only in the court making the determination country of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid Canada and enforceable its provinces and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedterritories.

Noncompetition. From (a) In consideration of this Agreement, including the addition of the Retention Bonus described in Section 2, Employee represents and agrees that during his employment and for a period of one (1) year from and after the Closingtermination of his employment for any reason, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Employee will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate alone or in any greenfield plants for capacity with another legal entity, (i) engage in any activity that directly competes in any material respect with DBI, including specifically, but without limitation, the production manufacture, sale, marketing or distribution of uncoated free sheet paper clothespins, toothpicks, matches, firestarters, wooden crafts, plastic cutlery, candles or corrugated container boardaromatherapy products; (ii) contact or in any way interfere or attempt to interfere with the relationship of DBI with any current or potential customers or any current vendors of DBI; (iii) employ or attempt to employ, anywhere within on behalf of Employee or any other person or entity, any employee of DBI (other than a former employee thereof after such employee has terminated employment with DBI). (b) Employee acknowledges that DBI markets products throughout the United States; provided States and Canada (the "Territory") and that no Restricted Person shall DBI would be deemed to be taking an action harmed if Employee conducted any of the activities described in violation of this Section 8X by virtue of its or their 6 anywhere in the Territory. Therefore, Employee agrees that the covenants contained in this Section 6 shall apply to all portions of, and throughout, the Territory. (wc) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result Employee acknowledges that the duration and scope of the Purchase covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Sections 5 and Sale Transaction6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (yd) ownership of less than 5% Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the specific enforcement of the outstanding stock provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any publicly-traded corporation, or (z) acquisition of reason any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that determines any term or provision of Section 8X is invalid or unenforceableSections 5 and 6 to be unenforceable as written, the parties agree that expressly grant the court making the determination authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of invalidity or unenforceability shall have the power to reduce foregoing, should the scope, duration or area of the term or provision, to delete specific words or phrasesgeographic extent of, or to replace business activities covered by, any invalid or unenforceable term or provision with a term or provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which are validly and that comes closest to expressing enforceably covered. Employee acknowledges the intention uncertainty of the invalid or unenforceable term or provisionlaw in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable laws. (f) Employee may make a written request for a modification of his obligations under this Section 6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. DBI will consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of any approved modification to Employee's obligations under this Agreement shall be enforceable as so modified after the expiration Section 6 or its rejection of the time within which the judgment may be appealedEmployee's request.

Noncompetition. From (a) For a period of [***] from the Effective Date, Seller agrees that it will not directly or indirectly engage in the (1) manufacture, sale, import, export or distribution of Exclusive Licensed Products; or (2) repair and after the Closingoverhaul of Exclusive Licensed Products, in consideration of the mutual covenants provided for herein but subject to the limitations set forth each case in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Licensed Field (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsActivities”) not to); provided, directly or indirectlyhowever, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person nothing in this Section 6.10 shall be deemed to limit in any way the conduct of the Excluded Businesses, and such activities and business shall be taking an action in violation excluded from the definition of Restricted Activities for all purposes related to this Agreement. In the event of any assignment of this Agreement pursuant to Section 8X by virtue 8.6, the obligations of Seller under this Section 6.10 shall terminate. (b) The restrictions set forth in this Section 6.10 shall not be construed to prohibit or restrict Seller or its Affiliates from acquiring any Person or business that engages in the Restricted Activities, provided that (i) the engagement in such Restricted Activities do not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in United States dollars or calculated in United States dollars utilizing the relevant and then applicable current foreign exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the Effective Date of acquisition of such Person or business) and (ii) if the Restricted Activities constitute in excess of [***] of the revenues of the Person or business acquired, Seller shall (1) promptly provide written notice to Purchaser after its acquisition of such Person or business and (2) use its commercially reasonable efforts to divest that portion of the Person or business that engages in the Restricted Activities within twelve (12) months after its acquisition of such Person or business. (c) Notwithstanding this Section 6.10, if Article 2 (License) is terminated before the [***] anniversary of the Effective Date, Seller’s obligations set forth in this Section 6.10 shall be immediately terminated and of no further force and effect. (d) Notwithstanding anything to the contrary in this Agreement (or the Transaction Documents), this Section 6.10 shall not apply to (i) any business or operations of Seller or any of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoAffiliates which are transferred to any third party after the date hereof, (xii) ownership any subsidiaries of Buyer Common Stock Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Seller who becomes an Affiliate as a result of the Purchase and Sale Transaction, (y) ownership a change in control of less than 5% of the outstanding stock of any publicly-traded corporation, Seller or (ziv) any acquisition of securities by Seller’s (or any Person (whether by asset purchaseof Seller’s Affiliate’s) pension trust or similar employee benefit plan investment vehicle, stock purchase, merger or otherwise) engaged in a business provided that competes any securities acquired shall be held for investment purposes only and such benefit plans comply with the Business. The parties hereto agree that Employee Retirement Income Security Act of 1974 requirements as to the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment independence of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedinvestment decisions. (e) “Excluded Businesses” means [***]

Noncompetition. From The Executive acknowledges that the Executive has and after will continue to perform services of a unique nature for the ClosingCompany that are irreplaceable, and that the Executive's performance of such services to a competing business will result in consideration of the mutual covenants provided for herein but subject irreparable harm to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted PersonCompany. Accordingly, the date Executive agrees that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Executive will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and operate whether or not for compensation) or render services to any greenfield plants for of the production following entities: ▇▇▇▇▇▇▇ Group Inc., PHI, Inc., CHC Helicopter, Milestone Aviation Group, Libra Group, Global Vectra Helicorp Ltd., RLC, LLC, VIH Aviation Group, and entities related to ▇▇ ▇▇▇▇▇▇▇▇, and any entity, affiliate or principal of uncoated free sheet paper any entity leasing helicopter aircraft to or corrugated container boardbuying helicopter aircraft from any of the Company's leasing clients or any of their affiliates, anywhere within subsidiaries and/or related entities, including any other person, firm, corporation or other entity, in whatever form, which following the United States; provided date hereof is or subsequently becomes engaged in the business of providing helicopter aviation services (collectively, the “Prohibited Activities”) during the period from the date hereof until March 30, 2014 (the “Restricted Period”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being (i) a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in the Prohibited Activities, so long as the Executive has no active participation in the business of such corporation or (ii) employed by, or providing services to, a subsidiary, division or unit of any entity that no Restricted Person engages in any such Prohibited Activities so long as the Executive does not provide any services to such portion of the entity's business that engages in such Prohibited Activities. It is further agreed that, and notwithstanding the foregoing, Executive is a licensed attorney at law and that none of the restrictions or Prohibited Activities referenced above shall be deemed to be taking an action in violation of this Section 8X by virtue of its any manner restrict Executive from performing legal services or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock legal consultation of any publicly-traded corporationkind or nature for any person or entity at any time, or (z) acquisition including but not limited to those persons and entities specifically referred to herein as and to the extent required to comply with applicable rules of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedprofessional conduct for attorneys.

Noncompetition. From and after the Closing, in consideration (a) For a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning 30 months commencing on the Initial Closing Date and ending on (the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable“Non-Competition Period”), Seller shall not, and shall cause not permit any of its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build engage in, or form a Joint Venture whose purpose is to engage in, the provision to third parties of any service offerings exclusively provided by Global Process Services CRM and operate any greenfield plants for Global Process Services IIOS, in each case, as of the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation date of this Agreement, by Seller or the Selling Subsidiaries (all such service offerings, “Customer Care Services”, and the provision of Customer Care Services, excluding any activity permitted by Section 8X 5.15(b), “Competitive Activities”) anywhere in the world. (b) Notwithstanding anything in this Section 5.15 to the contrary, Seller and its Subsidiaries will have the right to: (i) engage in any activity (including research, development, manufacture, marketing, distribution, sale, support, licensing and maintenance) with respect to any products and services, subject to Section 5.15(e), other than the provision of Customer Care Services; (ii) engage in any Competitive Activities performed by virtue Seller or any of its Subsidiaries in accordance with, or their (w) engaging that are permitted by, the Transaction Agreements or any other agreements entered into with Purchaser or the Purchasing Subsidiaries, including Competitive Activities required in Seller’s Other Businesses or activities reasonably related thereto, the performance of obligations under (x) ownership contracts and arrangements that have not yet been Transferred to Purchaser or the Purchasing Subsidiaries in any jurisdiction where the applicable Closing has not occurred (provided that the failure of Buyer Common Stock as a result such Transfer to occur is not due to the material breach of this Agreement by Seller or its Subsidiaries, and provided further that such Competitive Activities shall be performed solely for the Purchase benefit of Purchaser or the Purchasing Subsidiaries (other than with respect to contracts and Sale Transactionarrangements that have not yet been Transferred in any jurisdiction where the applicable Closing fails to occur after the period set forth in Section 3.02(c))), (y) ownership contracts and arrangements that are otherwise retained by Seller or any of less than 5% its Subsidiaries in accordance with the terms of the outstanding stock of any publicly-traded corporationthis Agreement, or (z) acquisition contracts or arrangements entered into in accordance with, or that are permitted by, the Collaboration Agreement; (iii) engage in the performance of Global Services, subject to Section 5.15(e), other than the provision of Customer Care Services; (iv) engage in any activity (including research, development, manufacture, marketing, distribution, sale, support, licensing, maintenance and software-related services), with respect to any software or applications of any kind, whether or not integrated on a machine or appliance, including “software as a service” that does not recreate the majority of all features and functions unique to Customer Care Services of the Assigned Customer Care Software (which unique features and functions shall not, for the avoidance of doubt, include features and functions related to general software development or features and functions that could be utilized outside of Customer Care Services); (v) engage in any research and development activity, including research and development with respect to any products, software or services (including any Customer Care Services) and the provision of any research and development services that do not constitute Customer Care Services; (vi) engage in any Financing Services, or enter into contracts, agreements or arrangements with third parties providing that such third parties will provide Financing Services; or (vii) own, directly or indirectly, as an investment, securities of any Person engaged in Competitive Activities if (A) (1) neither Seller nor any of its Subsidiaries has the power directly or indirectly to direct or control the management of such Person and (2) neither Seller nor any of its Subsidiaries, individually or in the aggregate, beneficially owns, directly or indirectly, securities representing 5% or more of the total voting power of such Person or (B) such securities are held by any retirement, pension, medical or other benefit plan, where a fiduciary of the beneficiaries of such plan exercises independent investment oversight of the assets of such plan. (c) Notwithstanding anything in this Section 5.15 to the contrary, the acquisition (whether by asset purchase, stock purchase, merger or otherwise) and operation by Seller or any of its Subsidiaries of a Person, or the entering into of a Joint Venture by Seller or any such Subsidiary, that at the time of such acquisition or Joint Venture is engaged in Competitive Activities shall not be a business breach of the terms of this Section 5.15; provided that competes with (i) the Businessaverage of the portion of the total annual revenues of such Person and its Subsidiaries or such Joint Venture on a consolidated basis that is attributable to Competitive Activities of such Person and its Subsidiaries or such Joint Venture (such portion for any fiscal year, the “Competitive Revenues Percentage”) for each of the last three fiscal years ending prior to the time of such acquisition (or for such shorter period of time as such revenue information is available) is less than 40%, and such Person or Joint Venture does not engage in Competitive Activities after the date that is 18 months following such acquisition or Joint Venture, or (ii) the average of the Competitive Revenues Percentage of such Person and its Subsidiaries or such Joint Venture for each of the last three fiscal years ending prior to the time of such acquisition (or for such shorter period of time as such revenue information is available) is less than 15%. The parties hereto agree that Notwithstanding anything in this Section 5.15 to the covenant set forth in contrary, it shall not be a breach of the terms of this Section 8X is reasonable with respect 5.15 for Seller to its duration, geographical area and scope. If the final judgment make any acquisition of a court Person whose activities primarily consist of competent jurisdiction declares software that any term does not constitute Customer Care Services, whether as “software as a service” or provision of delivered or integrated on a machine or appliance, and to operate such acquired Person. (d) Notwithstanding anything in this Section 8X is invalid or unenforceable5.15 to the contrary, the parties agree that the court making the determination of invalidity or unenforceability Seller and its Subsidiaries shall have the power right to reduce engage in any Competitive Activities after a Change of Control has occurred. (e) Seller and its Subsidiaries shall not have the scoperight to engage in any Customer Care Services unless such services are integrated with other non-Customer Care Services. (f) For the avoidance of doubt, duration (i) Seller and its Subsidiaries shall have the right at all times to continue to perform under contracts, agreements or area arrangements existing as of the term or provision, Initial Closing Date which are not Transferred Assets (after giving effect to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention Transfer of the invalid Transferred Assets, Covered Employees and Assumed Liabilities) and (ii) Seller and its Subsidiaries shall not be restricted under this Section 5.15 from offering or unenforceable term providing any services, software and other solutions that are offered or provision, provided by Seller outside of Global Process Services CRM and this Agreement shall be enforceable Global Process Services IIOS as so modified after the expiration of the time within which Initial Closing Date (or any extensions, upgrades, enhancements and follow-on offerings in respect of such solutions following the judgment may be appealedInitial Closing Date), after giving effect to the Transfer of the Customer Care Business and the Transferred Assets.

Noncompetition. From (a) In consideration of this Agreement, including the addition of the Retention Bonus described in Section 2, Employee represents and agrees that during his employment and for a period of one (1) year from and after the Closingtermination of his employment for any reason, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Employee will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate alone or in any greenfield plants for capacity with another legal entity, (i) engage in any activity that directly competes in any material respect with DBI, including specifically, but without limitation, the production manufacture, sale, marketing or distribution of uncoated free sheet paper clothespins, toothpicks, matches, firestarters, wooden crafts, plastic cutlery, candles or corrugated container boardaromatherapy products; (ii) contact or in any way interfere or attempt to interfere with the relationship of DBI with any current or potential customers or any current vendors of DBI; (iii) employ or attempt to employ, anywhere within on behalf of Employee or any other person or entity, any employee of DBI (other than a former employee thereof after such employee has terminated employment with DBI). (b) Employee acknowledges that DBI markets products throughout the United States; provided States and Canada (the "Territory") and that no Restricted Person shall DBI would be deemed to be taking an action harmed if Employee conducted any of the activities described in violation of this Section 8X by virtue of its or their 6 anywhere in the Territory. Therefore, Employee agrees that the covenants contained in this Section 6 shall apply to all portions of, and throughout, the Territory. (wc) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result Employee acknowledges that the duration and scope of the Purchase covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Section 5 and Sale Transaction6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (yd) ownership of less than 5% Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the specific enforcement of the outstanding stock provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any publicly-traded corporation, or (z) acquisition of reason any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that determines any term or provision of Section 8X is invalid or unenforceableSections 5 and 6 to be unenforceable as written, the parties agree that expressly grant the court making the determination authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of invalidity or unenforceability shall have the power to reduce foregoing, should the scope, duration or area of the term or provision, to delete specific words or phrasesgeographic extent of, or to replace business activities covered by, any invalid or unenforceable term or provision with a term or provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which are validly and that comes closest to expressing enforceably covered. Employee acknowledges the intention uncertainty of the invalid or unenforceable term or provisionlaw in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable laws. (f) Employee may make a written request for a modification of his obligations under this Section 6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. DBI will consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of any approved modification to Employee's obligations under this Agreement shall be enforceable as so modified after the expiration Section 6 or its rejection of the time within which the judgment may be appealedEmployee's request.

Noncompetition. From and after the Closing, Except as otherwise consented to or approved in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Personwriting by Buyer, the Shareholder agrees that for a period of 60 months from the date that a person or group of related persons (other than Madison Dearborn Capital Partners IVhereof, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Shareholder will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build acting alone or as a member of a partnership or as an officer, director, employee, consultant, 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 well servicing business or businesses conducted by the Company, on the date hereof, or in any service business the services of which are provided and operate marketed by the Company, on the date hereof in any greenfield plants for area of the production state of uncoated free sheet paper or corrugated container board, anywhere within the United States, or any foreign country in which the Company, transacts business on the date hereof; provided (ii) request any present customers or suppliers of the Company to curtail or cancel their business with Buyer or any affiliate of Buyer; (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of the Company, Buyer or 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, Buyer or any affiliate of Buyer to terminate his employment; provided, however, that no Restricted Person the Shareholder shall be able to buy, sell, build and overhaul well servicing rigs, and to work on any rig on Shareholder's own production. Shareholder agrees that if either the length of time or geographical area set forth in this Section 3.1 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to 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 the states in which he does 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 corporation whose stock he has sold (and any successor corporation) will not be taking an action materially impaired. The Shareholder further agrees and acknowledges that the Company, Buyer and its affiliates do not have any adequate remedy at law for the breach or threatened breach by such Shareholder of this covenant, and agree that the Company, Buyer or any affiliate of Buyer may, in violation addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin such Shareholder from such breach or threatened breach. If any provisions of this Section 8X by virtue of its 3.1 are held to be invalid or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoagainst public policy, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessremaining provisions shall not be affected thereby. The parties hereto agree Shareholder acknowledges that the covenant covenants set forth in this Section 8X is reasonable with respect to its duration, geographical area 3.1 are being executed and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area delivered by such Shareholder in consideration of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention covenants of the invalid or unenforceable term or provisionBuyer contained in this Agreement, and this Agreement shall be enforceable as so modified after the expiration for other good and valuable consideration, receipt of the time within which the judgment may be appealedis hereby acknowledged.

Noncompetition. From and after (a) Seller agrees that for a period of three full years from the ClosingClosing Date, in consideration neither it nor any Person that, as of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence date of this Section 8X, during the period beginning on Agreement or the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or is an Affiliate thereofof Seller shall: (i) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable)engage, Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate as a principal or for its own account, or solely or jointly with others, or as a stockholder in any greenfield plants for corporation or joint stock association, in any business that competes with the production of uncoated free sheet paper or corrugated container board, anywhere within Business as it exists on the United StatesClosing Date; provided that no Restricted Person nothing herein shall be deemed to be taking an action in violation of this Section 8X by virtue of its prohibit the purchase or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than up to 5% of the outstanding stock of any a publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business company that competes with the Business. The parties hereto agree that ; or (ii) employ or solicit, or receive or accept the covenant set forth in Section 8X is reasonable performance of services by, any Transferred Employee; or (iii) advise any customer or supplier of the Business with respect to its durationbusiness relationship with the Business. (b) For the sake of clarity, geographical in the event Seller is acquired after the Closing Date by a Person (the “Acquiror”) the business activities of Acquiror on the date Acquiror acquires Seller (including any activities that compete with the Business as it exists on the Closing Date) shall not be deemed a violation of the provisions of this Section 5.04 notwithstanding the fact that the combined entity of Acquiror and Seller will continue to engage in such business activities. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of the invalid or unenforceable term or provisionthis Section, and this Agreement shall be enforceable as so modified after Seller consents to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From During the period of employment of Executive by the Corporation and after for five (5) years thereafter, the ClosingExecutive will not, in consideration any geographic area in which the Corporation is offering its services and products, without the prior written consent of the mutual covenants provided Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as proprietor, partner, investor, shareholder, officer, director or any type of principal whatsoever), or (c) enter the employ of, or act as agent for, or advisor or consultant to, any person, firm, partnership, association, corporation or business organization, entity or enterprise which is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the foregoing provisions of this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for herein but subject investment, not in excess of 1% of any class of stock or other corporate security of any company which is registered pursuant to Section 12 of the limitations set forth in Securities Exchange Act of 1934. Executive acknowledges that the last sentence breach by the Executive of the provisions of this Section 8X8 would cause irreparable injury to the Corporation, during acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person Corporation shall be deemed entitled, without the necessity of proof of actual damage, to be taking an action injunctive relief in violation any proceedings which maybe brought to enforce the provisions of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of 8. Executive acknowledges and warrants that the Purchase Executive will be fully able to earn an adequate livelihood for the Executive and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business Executive's dependents if this Section 8 should be specifically enforced against the Executive and that competes such enforcement will not impair the Executive's ability to obtain employment commensurate with the Business. The parties hereto agree that Executive's abilities and fully acceptable to the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scopeExecutive. If the final judgment scope of a court any restriction contained in this Section 8 is too broad to permit enforcement of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceablesuch restriction to its full extent, then such restriction shall be enforced to the parties maximum extent permitted by law and Executive and the Corporation hereby consent and agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment such scope may be appealedjudicially modified in any proceeding brought to enforce such restriction.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller 4.13.1 Buyer shall not, and shall cause its Subsidiaries Affiliates, licensees, sublicensees and distributors not to knowingly, (each a) Exploit the Product or any of the Purchased Assets outside the Territory or (b) distribute, market, promote, offer for sale or sell the Product directly or indirectly to any Person inside the Territory that is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Product outside the Territory or assist another Person to do so. If Buyer or any of its Affiliates receives, or becomes aware of receipt by a “Restricted Person” andlicensee, collectivelysublicensee or distributor of, any orders for the “Restricted Persons”Product (or any product that contains the same active pharmaceutical ingredient as the Product) outside the Territory, such Person shall refer such orders to Seller. Buyer and its Affiliates shall, and shall use their commercially reasonable efforts to cause their respective licensees, sublicensees and distributors to notify Seller of any receipt of any orders for the Product outside the Territory. 4.13.2 [***] shall not, and shall cause its Affiliates, licensees, sublicensees and distributors not to knowingly, (a) Exploit the Product (or any product that contains the same active pharmaceutical ingredient as the Product) or any of the Purchased Assets in the Territory or (b) distribute, market, promote, Manufacture, offer for sale or sell the Product (or any product that contains the same active pharmaceutical ingredient as the Product) directly or indirectly to any Person that is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Product (or any product that contains the same active pharmaceutical ingredient as the Product) in the Territory or assist another Person to do so. If Seller or any of its Affiliates receives, or becomes aware of receipt by a licensee, sublicensee or distributor of, any orders for the Product (or any product that contains the same active pharmaceutical ingredient as the Product) for the Territory, such Person shall refer such orders to Buyer. Seller and its Affiliates shall, and shall use their commercially reasonable efforts to cause their respective licensees, sublicensees and distributors to, directly or indirectly, build and operate notify Buyer of any greenfield plants receipt of any orders for the production of uncoated free sheet paper or corrugated container board, anywhere within Product in the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedTerritory.

Noncompetition. From and after (a) Except with the Closing, in consideration prior written consent of the mutual covenants provided Company authorized by a resolution adopted by the Board, for herein but subject to the limitations set forth period beginning upon the date hereof and ending on (i) in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 7(c) or by the Company pursuant to Section 7(d) hereof and the Executive is receiving payments from the Company pursuant to Section 8(d) hereof, the date on which the last sentence such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 7(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date; Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions or providing hotel property system services or providing hotel representation or marketing services in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (b) Executive agrees that for a period of one (1) year following termination of employment with the Company, Executive will not solicit or in any manner encourage employees of the Company, its subsidiaries or parent to leave its employ. (c) In case one or more of the terms contained in subsections (a) or (b) of this Section 8X11 shall for any reason become invalid, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andillegal, with respect to or unenforceable, such invalidity, illegality or unenforceability shall not affect any Restricted Personother terms herein, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of but such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person terms shall be deemed to be taking an action deleted and such deletion shall not affect the validity of the other terms of this section. In addition, if any one or more of the terms contained in violation subsections (a) or (b) of this Section 8X by virtue of its 11 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged activity that term shall be construed in a business that competes manner to enable it to be enforced to the extent compatible with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedapplicable law.

Noncompetition. From (a) Each Principal agrees and after covenants that from the Closing, in consideration date hereof until such Person or his Affiliates (including each of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8Xmanagement, during the period beginning on the Closing Date directors and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities employees of such Restricted Affiliates) are no longer shareholders, directors, officers or employees of any Group Companies or their respective Affiliates and within two full years afterwards, such Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause any of its Subsidiaries Affiliates (each a “Restricted Person” andincluding shareholders, collectivelydirectors, the “Restricted Persons”officers and employees of such Affiliates, as applicable) not to, engage, either directly or indirectly, build as a principal or for his or its own account or solely or jointly with others, or as shareholders in any corporation or joint stock association, or otherwise enjoy any economic interests or benefits, in any business that competes with the business currently and operate proposed to be conducted by the Group Companies, provided that nothing herein shall prohibit a Principal or its Affiliates (including each of the management, directors and employees of such Affiliates) from acquiring or holding Equity Securities of a Competitor whose Equity Securities are traded on a national or regional stock exchange or on the over-the-counter market so long as such Principal’s ownership represents less than 1% of such Competitor’s Equity Securities on a fully diluted basis as reported by such Competitor as of December 31 of the preceding year. (b) (i)WP agrees and covenants that as long as it holds not less than 1% of the Equity Securities of any greenfield plants Group Companies (calculated on a fully-diluted and as-converted basis), and (ii) Gopher agrees and covenants that as long as itand Sequoia jointly hold not less than 1% of the Equity Securities of any Group Companies (calculated on a fully-diluted and as-converted basis), neither it nor its Restricted Affiliates shall invest, either directly or indirectly, for its own account or jointly with others, in any Competitor’s courier / express delivery services business in the production of uncoated free sheet paper or corrugated container board, anywhere within PRC (the United States“Competitor’s Competing Business”); provided that no Restricted Person nothing herein shall be deemed to be taking an action in violation of this Section 8X by virtue of its prohibit such Investor or their (w) engaging in Sellerrespective Restricted Affiliates from acquiring or holding Equity Securities of a Competitor whose Equity Securities are traded on a national or regional stock exchange or on the over-the-counter market so long as its and/or its Restricted Affiliates’ ownership represents less than 1% of such Competitor’s Other Businesses or activities reasonably related thereto, (x) ownership Equity Securities on a fully diluted basis as reported by such Competitor as of Buyer Common Stock as a result December 31 of the Purchase preceding year. (c) SC agrees and Sale Transactioncovenants that as long as it holds not less than 0.5% of the Equity Securities of any Group Companies, neither it nor its Restricted Affiliates shallinvest, either directly or indirectly, for its own account or jointly with others, in any Competitor’s Competing Business; provided that nothing herein shall prohibit SCor its Restricted Affiliates from acquiring or holding Equity Securities of a Competitor whose Equity Securities are traded on a national or regional stock exchange or on the over-the-counter market so long as its and/or its Restricted Affiliates’ownership represents less than 1% of such Competitor’s Equity Securities on a fully diluted basis as reported by such Competitor as of December 31 of the preceding year. (yd) ownership ▇▇▇▇▇▇▇▇▇ agrees and covenants that as long as it holds not less than 0.5% of the Equity Securities of any Group Companies, neither it nor its Restricted Affiliate shall invest, either directly or indirectly, for its own account or jointly with others, in any Competitor’s Competing Business; provided that nothing herein shall prohibit Hillhouseor its Restricted Affiliate from acquiring or holding Equity Securities of a Competitor whose Equity Securities are traded on a national or regional stock exchange or on the over-the-counter market so long as its and/or its Restricted Affiliate’sownership represents less than 5% of the outstanding stock such Competitor’s Equity Securities on a fully diluted basis as reported by such Competitor as of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area December 31 of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedpreceding year.

Noncompetition. From During the period of employment of Executive by the Corporation and after for five (5) years thereafter, the ClosingExecutive will not, in consideration any geographic area in which the Corporation is offering its services and products, without the prior written consent of the mutual covenants provided Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as proprietor, partner, investor, shareholder, officer, director or any type of principal whatsoever), or (c) enter the employ of, or act as agent for, or advisor or consultant to, any person, firm, partnership, association, corporation or business organization, entity or enterprise which is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the foregoing provisions of this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for herein but subject investment, not in excess of 1% of any class of stock or other corporate security of any company which is registered pursuant to Section 12 of the limitations set forth in Securities Exchange Act of 1934. Executive acknowledges that the last sentence breach by the Executive of the provisions of this Section 8X8 would cause irreparable injury to the Corporation, during acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person Corporation shall be deemed entitled, without the necessity of proof of actual damage, to injunctive relief in any proceedings which may be taking an action in violation brought to enforce the provisions of this Section 8X by virtue of its or their (w) engaging in Seller8. Executive acknowledges and warrants that the Executive will be fully able to earn an adequate livelihood for the Executive and the Executive’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of dependents if this Section 8 should be specifically enforced against the Purchase Executive and Sale Transaction, (y) ownership of less than 5% of that such enforcement will not impair the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes Executive’s ability to obtain employment commensurate with the Business. The parties hereto agree that Executive’s abilities and fully acceptable to the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scopeExecutive. If the final judgment scope of a court any restriction contained in this Section 8 is too broad to permit enforcement of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceablesuch restriction to its full extent, then such restriction shall be enforced to the parties maximum extent permitted by law and Executive and the Corporation hereby consent and agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment such scope may be appealedjudicially modified in any proceeding brought to enforce such restriction.

Noncompetition. From and after the ClosingA. The Executive agrees that, except in consideration accordance with his duties under this Agreement on behalf of the mutual covenants provided for herein but subject to Company, he will not during the limitations set forth in the last sentence term of this Section 8XAgreement: Participate in, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andbe employed in any capacity by, with respect to serve as director, consultant, agent or representative for, or have any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not tointerest, directly or indirectly, build and operate in any greenfield plants enterprise which is engaged in the business of formulating, developing, distributing, selling or otherwise trading in pharmaceutical products which are competitive to any products manufactured, sold or otherwise traded in by the Company or any of its subsidiaries during the term of the Executive's employment with the Company, or which are competitive to any products being actively developed, with the bona fide intent to market same, by the Company or any of its subsidiaries during the term of the Executive's employment with the Company; In addition, the Executive agrees that for a period of two years after the production end of uncoated free sheet paper or corrugated container boardthe term of this Agreement (unless this Agreement is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof, anywhere within in which event the United States; provided that no Restricted Person following shall be deemed inapplicable), the Executive shall observe the covenants set forth in this Section 15 and shall not own, either directly or 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 engages in the field of nasal drug delivery or other pharmaceutical products which are competitive to any products or services being developed, distributed, sold, or otherwise traded in by the Company or any its subsidiaries, during the term of this Agreement, or 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. Executive further agrees, for such two year period following termination, to refrain from directly or indirectly soliciting Company's vendors, collaborative partners or employees. B. The Executive hereby agrees that damages and any other remedy available at law would be taking an action in violation inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 8X 15 by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretothe Executive, (x) ownership of Buyer Common Stock as a result of and the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree Executive therefore agrees that the covenant set forth Company, in Section 8X is reasonable with respect addition to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that recovering on any term claim for damages or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace obtaining any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.other remedy

Noncompetition. From (a) Subject to Section 12.1(c), Seller covenants and after the Closing, in consideration agrees that: (i) for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on three years following the Closing Date and ending on (the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof"COVENANT TERM") owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) and controlled Affiliates not to, directly or indirectly, build own, manage, operate, control or participate in the ownership, management, operation or control of any entity engaged in the manufacture or sale of products that are within the scope of the Business as currently conducted (a "SELLER COMPETITIVE BUSINESS") , whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise; or (ii) following the Closing Date, it shall not, and operate shall cause its Subsidiaries and controlled Affiliates not to, directly or indirectly, make use of any greenfield plants proprietary information of the Business or other Acquired Intellectual Property to the extent such information and Intellectual Property is exclusively owned by Purchaser, including mailing lists, customer lists, subscription lists, processes, Trade Secrets, software, research, techniques, designs or other technical data, know-how, in each case to the extent such information is proprietary or confidential information used by Seller or any of its Subsidiaries as of the Closing in connection with the Business or that constitutes a Purchased Asset, except to the extent that Purchaser may so authorize in writing. (b) Purchaser covenants and agrees that, for the production Covenant Term, it shall not, and shall cause its Subsidiaries or controlled Affiliates not to, directly or indirectly engage in (i) the marketing, distribution or sale of uncoated free sheet paper heavy duty (Class 5, 6, 7 and 8) brake hard parts (excluding friction material (including heavy duty brake-block and associated heavy duty hardware which for the avoidance of doubt does not include hubs, drums or corrugated container boardrotors) and brake shoes) to "Original Equipment" (commonly known as "OE") or "Original Equipment Services (commonly known as "OES") customers, anywhere within (ii) as long as Purchaser is the United States; exclusive distributor in South America of the products referred to in this clause (ii), the manufacture, marketing, distribution or sale in South America of chassis products substitutable for the chassis products manufactured at the Diadema, Brazil facility or the El Talar, Argentina facility (provided, however, that Purchaser 63 may market, distribute and sell such chassis products in South America provided that no Restricted Person Purchaser has purchased such chassis products from such facilities) or (iii) the marketing, distribution or sale of sealing products or engine hard parts using, directly or indirectly, the assets acquired under this Agreement in direct competition with Seller's retained sealing products or engine hard parts businesses, in each case whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise; provided, however, that Purchaser shall be deemed permitted to be taking an action in violation of acquire any business that would otherwise violate this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed12.1(b).

Noncompetition. From During the term hereof and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Persontwelve (12) months thereafter, the date that a person or group of related persons Executive will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities (A) related to publicly traded or private hotel REIT in North America (“Designated Industry) and operate any greenfield plants for (B) that were either conducted by the production of uncoated free sheet paper Company prior to the Executive’s termination and directly competitive with the Company or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed proposed to be taking an action in violation conducted by the Company at the time of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretosuch termination, (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionCompany in the Designated Industry any business opportunity of the Executive, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. It is expressly agreed that (A) above shall not apply in the instance of termination for cause. The Executive’s noncompetition obligations hereunder will not preclude the Executive from owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged corporation conducting business activities in a business that competes with the BusinessDesignated Industry. The parties hereto agree that Executive will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 8 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 8 will be determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonably as to reduce the scopearea, duration or area scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and the Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable term provision had not been included herein. Further, during and following employment hereunder, Executive shall not publicly or provision with a term privately make disparaging statements concerning the Company or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid its affiliates, directors, officers, employees or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedrepresentatives.

Noncompetition. From and after (a) Seller agrees that for a period of two (2) full years from the ClosingClosing Date, neither it nor any of its subsidiaries shall: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association, in consideration of any business that competes with the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning Business as it exists on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided PROVIDED that no Restricted Person nothing herein shall be deemed to be taking an action in violation of this Section 8X prohibit the acquisition by virtue Seller or any of its or their subsidiaries of (wA) engaging in Seller’s Other Businesses or activities reasonably related thereto, a diversified company having not more than 10% of its sales (xbased on its latest published annual audited financial statements) attributable to any business that competes with the Business or(B) beneficial ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less not more than 5% of the outstanding capital stock of any publicly-traded corporationentity having a class of equity securities registered under the 1934 Act; or (ii) employ or solicit, or (z) acquisition receive or accept the performance of services by, any Person (whether by asset purchaseTransferred Employee, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant except as set forth under the Management Services Agreement or may be otherwise agreed in writing by Buyer and Seller. (b) If any provision contained in this Section 8X shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is reasonable with respect the intention of the parties that if any of the restrictions or covenants contained herein is held to its durationcover a geographic area or to be for a length of time which is not permitted by applicable law, geographical area or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing compensate Buyer for any such breach. Seller agrees that in the intention event of the invalid or unenforceable term or provisionany such breach by Seller, and this Agreement Buyer shall be enforceable as so modified after the expiration entitled to injunctive relief requiring specific performance by Seller of the time within which the judgment may be appealedthis Section.

Noncompetition. From During the Employment Period and after until the Closing, in consideration thirty-six (36) month anniversary of the mutual covenants provided Executive’s Date of Termination if the Executive’s employment is terminated by the Company for herein but subject to Cause or the limitations set forth Executive terminates employment without Good Reason, the Executive shall not engage in the last sentence or become associated with any Competitive Activity. For purposes of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable11(b), Seller shall not, and shall cause its Subsidiaries (each a “Restricted PersonCompetitive Activity” and, collectively, shall mean any business or other endeavor that engages in any country in which the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed Company has significant business operations to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged significant degree in a business that directly competes with all or any substantial part of any of the BusinessCompany’s businesses of (i) designing, developing, licensing, promoting and selling digital video recording and surveillance products for law enforcement, military, homeland security and other surveillance uses, and (iv) any other business in which the Company is engaged during the term of this Agreement (the “Businesses”). The parties hereto agree Executive shall be considered to have become “associated with a Competitive Activity” if she 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 her involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the covenant set forth Executive shall not be prohibited from (a) owning less than one percent (1%) of any publicly traded corporation, whether or not such corporation is in Section 8X is reasonable competition with respect to its duration, geographical area and scope. If the final judgment Company or (b) serving as a director of a court corporation or other entity the primary business of competent jurisdiction declares that which is not a Competitive Activity. If, at any term or provision time, the provisions of this Section 8X is 11(b) shall be determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 11(b) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and the Executive agrees that this Section 11(b) as so amended shall be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X(a) The Executive agrees that, during the Executive’s employment with the Company and for a period beginning on of twelve (12) months following the Closing Date termination of such employment, whether termination is by the Executive or the Company, and ending on the earlier regardless of the third anniversary of the Closing Date and, with respect to any Restricted Personreasons therefor, the date that a person Executive shall not serve as an employee, agent, partner, shareholder, owner, investor, director, consultant, or group of related persons other service provider for, or participate, engage, prepare to engage, or have any financial or other interest (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, whether directly or indirectly, build and operate whether alone or together or in concert with any greenfield plants for other Person(s)), in the production business of uncoated free sheet paper or corrugated container boardany activity relating to competitive gaming (including, anywhere within without limitation, casino operation and horseracing) (any such business or activity, a “Competitive Business”), in any case, in any location where the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue Parent or any of its Subsidiaries or their affiliates (wincluding the Company) engaging is engaged in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result at the time of the Purchase Executive’s applicable action or activity (or, if earlier, at the time of the termination of the Executive’s employment with the Company and Sale Transactionits Subsidiaries); provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to five percent (y5%) ownership of less than 5% of the outstanding shares of the capital stock of any publicly-traded corporationa company whose securities are registered under Section 12 of the Exchange Act. (b) The Executive further acknowledges and agrees that, or (z) acquisition in the event of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes the termination of her employment with the BusinessCompany, the Executive’s experience and capabilities are such that the Executive can obtain employment in business activities which do not compete with the Parent or the Company, and that the enforcement of this Agreement by way of injunction shall not prevent the Executive from earning a reasonable livelihood. The parties hereto agree Executive further acknowledges and agrees that the covenant set forth covenants contained herein are necessary for the protection of the Parent and the Company’s legitimate business interests and are reasonable in Section 8X is reasonable with respect to its scope and duration, geographical area . (c) The Executive further acknowledges and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree agrees that the court making noncompetition provision does not restrict the determination of invalidity Executive’s ability to provide a service to a former customer or unenforceability shall have the power to reduce the scope, duration or area client if each of the term following are true: (i) the Executive did not solicit the former customer or provisionclient; (ii) the customer or client voluntarily left and sought the Executive’s services; and (iii) the Executive has otherwise complied with the noncompetition’s provisions regarding time, geographic area, and scope of restrained activity, other than any limitation on providing services to delete specific words a former customer or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing client who seeks the intention services of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after Executive without any contact instigated by the expiration of the time within which the judgment may be appealedExecutive.

Noncompetition. From The Executive acknowledges and after the Closing, agrees that in consideration and as a condition of the mutual covenants provided Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for herein but subject human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the limitations Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in the last sentence of this Section 8X, 7(c). If Section 7(c) is enforced during the period beginning on the Closing Date and ending on the earlier post-employment portion of the third anniversary of the Closing Date and, with respect to any Restricted PersonPeriod, the date that a person or group Company shall pay the Executive at the rate of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled highest annualized base salary paid to vote in the election Executive within the two year period preceding the last day of such Restricted PersonExecutive’s board of directors or managers employment (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsGarden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person to provide post-employment Garden Leave Pay shall be deemed to be taking an action in violation a waiver of Executive’s post-employment noncompetition obligations under this Section 8X by virtue 7(c). In no event will Garden Leave Pay be duplicative of its or their other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (wand shall not be in addition to) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result any other pay that the Executive may be entitled to receive during the post-employment portion of the Purchase and Sale Transaction, (y) ownership of less than 5% Restricted Period. The Executive acknowledges having been advised by the Company of the outstanding stock of any publicly-traded corporation, or (zright to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect prior to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and executing this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedAgreement.

Noncompetition. From and after The following noncompetition provisions shall apply: (i) The Executive shall not, at any time during his employment with the ClosingCompany or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in consideration the exercise of its reasonable business judgment, determines is competitive with or adverse to the Company’s business or welfare, whether alone, as a partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the mutual covenants provided for herein but immediately foregoing sentence, the Executive shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the limitations set forth Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s engagement in the last sentence activity, provided, however, that if the Board (or its representative) does not respond to or request additional information from the Executive within such ten (10) day period, the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this Paragraph, this Section 8X5(a)(i) shall not be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, during the period beginning in such form or manner as will not require any services on the Closing Date and ending on the earlier part of the third anniversary Executive in the operation of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% affairs of the ordinary voting power entitled to vote business in which such investments are made, but only if the election Executive does not own or control five percent (5%) or more of such Restricted Person’s board any class of directors the outstanding stock, or managers of any profits interest or capital interest (as applicable), Seller shall notof such business. (ii) The payments, benefits, and shall cause its Subsidiaries (each a “Restricted Person” andother entitlements under this Agreement are being made in consideration of, collectivelyamong other things, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation obligations of this Section 8X by virtue 5 and, in particular, compliance with Section 5(a) of its this Agreement; provided, however, that all such payments, benefits, or their other entitlements under the Agreement are subject to and conditioned upon the Executive’s entering into the Release and Agreement referred to in Section 6(h) of this Agreement. (wiii) engaging in Seller’s Other Businesses During the twenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive shall not (A) influence or activities reasonably related theretoattempt to influence any person, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transactionfirm, (y) ownership of less than 5% of the outstanding stock of any publicly-traded association, partnership, corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in other entity that is a business that competes contracting party with the Business. The parties hereto agree Company to terminate any written agreement with the Company, except to the extent the Executive is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Executive is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Term of Employment and scope. If for the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceabletwenty-four (24) month period immediately thereafter, the parties agree that Executive shall not publicly criticize or disparage the court making the determination of invalidity Company, any Related Company, or unenforceability shall have the power to reduce the scopeany director, duration officer, executive, or area agent of the term Company or provisionany Related Company, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable except as so modified after the expiration of the time within which the judgment may be appealedrequired by law. (v) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Company shall not issue any defamatory statements about the Executive.

Noncompetition. From and after the Closing, in In consideration of the mutual covenants provided for herein but subject to the limitations set forth in Parent and the last sentence of this Section 8XExisting Stockholder at the Closing, during the period beginning on the Closing Date and ending on the earlier of the third fifth anniversary of the Closing Date and(the "Noncompete Period"), with respect to any Restricted Personnone of the Parent, the date that a person Existing Stockholder or group any of related persons their then Affiliates shall engage (other than Madison Dearborn Capital Partners IVwhether as an owner, L.P. operator, manager, employee, officer, director, consultant, advisor, representative, or an Affiliate thereofotherwise) owns or acquires (directly or indirectly) equity securities of such Restricted Person indirectly in any business that represent more than 50% of provides outsourced staffing or those related billing services being provided by the ordinary voting power entitled Acquired Companies as conducted on the date hereof to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, hospitals and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, clinics anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-publicly traded corporation, corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; provided further that the Parent and the Existing Stockholder shall not be deemed to be in breach of this Section 9.8(a) solely as a result of owning a direct or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged indirect interest in a business that competes with whose other owner engages in the Businessactivities prohibited hereunder. The parties Parties hereto agree that the covenant set forth in this Section 8X 9.8 is reasonable with respect to its duration, geographical area area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8X 9.8 is invalid or unenforceable, the parties Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition. From and Until two years after the Closingtermination of Employee's employment hereunder, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the acquisition and operate any greenfield plants for consolidation of medical practices (the production of uncoated free sheet paper "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed proposed to be taking an action in violation conducted by the Company at the time of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretosuch termination, (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionCompany in the Designated Industry any customer of Employee, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, corporation conducting business activities in the Designated Industry or (zii) acquisition serving as an officer or employee of any Person (whether by asset purchase, stock purchase, merger or otherwise) an entity engaged in a the healthcare industry whose business that competes operations are not competitive with those of the BusinessCompany. The parties hereto agree that Employee will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 10 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 10 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From (i) In order to induce the Purchaser to enter into this Agreement, the Seller expressly covenants and agrees that, for a period of five (5) years from and after the ClosingClosing Date, such Seller will not, directly or indirectly, engage in consideration or have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (other than the Purchaser or any of its Subsidiaries), whether as an employee, officer, director, partner, agent, security holder, consultant or otherwise, that directly or indirectly is engaged in the Restricted Business of the mutual Company in the Restricted Area; provided, however, that nothing herein shall be deemed to prevent the Seller from acquiring through market purchases and owning, solely as an investment, less than five percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or Section 12(g) of the Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as such Seller is not a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. (ii) The Seller acknowledges and agrees that the covenants provided for herein but subject in this Section 6(d) are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's legitimate business interests as a buyer of the Common Stock and in protecting the Company's Trade Secrets. The Seller further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's other legitimate business interests, which include its interests in protecting the Company's (i) valuable confidential business information, (ii) substantial relationships with customers throughout the Restricted Area and (iii) customer goodwill associated with the Company's ongoing business. The Seller expressly authorizes the enforcement of the covenants provided for in this Section 6(d) by (A) the Purchaser and its Subsidiaries, (B) permitted assigns of the Purchaser pursuant to clause (i) or (ii) of Section 12(c) hereof and (C) the Company and any successors to the limitations set forth Company's business. The covenants provided for in this Section 6(d) shall be construed as a separate and independent covenant for each of the separate states, territories and possessions included in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date Restricted Area and, with respect to any Restricted Personthe State of Florida, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% for each of the ordinary voting power entitled to vote in separate counties of that state. To the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree extent that the covenant set forth provided for in this Section 8X is reasonable 6(d) may later be deemed by a court to be too broad to be enforced with respect to its durationduration or with respect to any particular activity or geographic area, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the such determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area scope of the term or provision, and to add or delete specific words or phrases, phrases to or to replace any invalid or unenforceable term or from the provision. The provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement as modified shall then be enforceable as so modified after the expiration of the time within which the judgment may be appealedenforced.

Noncompetition. From and after the Closing, in consideration (a) Pennzoil agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on five full years from the Closing Date and ending on the earlier Date, neither it nor any of the third anniversary of the Closing Date andits Affiliates shall engage, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationprincipal or for its own account or solely or jointly with others, or (z) acquisition of as stockholders in any Person (whether by asset purchasecorporation or joint stock association, stock purchase, merger or otherwise) engaged in a any business that competes with the BusinessBusiness anywhere in the Western Hemisphere; PROVIDED that nothing herein shall prohibit (i) the acquisition by Pennzoil or any of its Affiliates of a business (including any interest in an oil or natural gas field) which is predominantly engaged in a business other than the production or marketing of sulphur, (ii) Pennzoil's conduct of operations at its facilities in Antwerp so long as sales from such operations are not made in the North American market, (iii) the sale of sulphur recovered by Pennzoil from the refining of oil and natural gas at facilities owned by it or any Affiliate and (iv) the conduct of the Business at any time on or after the date that Pennzoil takes title to the Purchased Assets pursuant to the exercise of remedies under the Deed of Trust; PROVIDED that, in the case of Section 5.5(a)(i) or Section 5.5(a)(iii) if more than 20% of the sales of any business which Pennzoil or its Affiliates owns or proposes to acquire are attributable to sulphur sales, Pennzoil provides FRP with the opportunity to negotiate on a good faith basis and on reasonable commercial terms for FRP to act as Pennzoil's exclusive marketing agent for the sale of any sulphur produced by the operations of such business. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The It is the intention of the parties hereto agree that if any of the covenant set forth restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in Section 8X is reasonable with respect any way construed to its durationbe too broad or to any extent invalid, geographical area such provision shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Pennzoil acknowledges that FRP would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate FRP for any such breach. Pennzoil agrees that FRP shall be entitled to injunctive relief requiring specific performance by Pennzoil of the invalid or unenforceable term or provisionthis Section, and this Agreement shall be enforceable as so modified after Pennzoil consents to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From and after the Closing, in consideration (a) ▇▇▇▇ ▇▇▇ agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on three (3) full years from the Closing Date and ending on the earlier Date, neither she nor any of the third anniversary of the Closing Date andher Affiliates shall: (i) engage, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationprincipal or for its own account or solely or jointly with others, or (z) acquisition of as stockholder in any Person (whether by asset purchasecorporation or joint stock association, stock purchase, merger or otherwise) engaged in a any business that competes with the Business. The parties hereto agree that businesses of the covenant set forth Company or the Japanese Subsidiary as they exist on the Closing Date in Section 8X is reasonable Japan and the United States; or (ii) employ or solicit, receive or accept the performance of services by any employee currently employed by the Company or the Japanese Subsidiary; or (iii) advise any customer or supplier of the Company or the Japanese Subsidiary with respect to its durationbusiness relationship with the Company or the Japanese Subsidiary. (b) If any provision contained in this Section 6.05 shall for any reason be held invalid, geographical illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.05, but this Section 6.05 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceable6.05 to provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. ▇▇▇▇ ▇▇▇ acknowledges that Buyer would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Buyer for any such breach. ▇▇▇▇ ▇▇▇ agrees that Buyer shall be entitled to injunctive relief requiring specific performance by ▇▇▇▇ ▇▇▇ of the invalid or unenforceable term or provisionthis Section 6.05, and ▇▇▇▇ ▇▇▇ consents to the entry thereof. (c) Notwithstanding anything in this Agreement Section 6.05 to the contrary, Buyer consents to ▇▇▇▇ ▇▇▇'▇ employment as a language interpreter, provided that such employment or any services rendered in such capacity (i) shall not be enforceable as so modified after related to software (and software-related materials) localization, and (ii) shall not be performed for the expiration benefit of the time within which the judgment may be appealedany company engaging in software (or software-related materials) localization.

Noncompetition. From and after the Closing, in consideration (a) Seller agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on two full -------------- years from the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall not: (i) engage, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transactionprincipal or for its own account, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationsolely or jointly with others, or (z) acquisition through any form of any Person (whether by asset purchaseownership in another Person, stock purchase, merger or otherwise) engaged , in a any business that competes with the Businessbusiness of the Buyer as it exists on the Closing Date; or (ii) employ or solicit, or receive or accept the performance of services by, any employee of the LLC. (b) If any provision contained in this Section shall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The It is the intention of the parties hereto agree that if any of the covenant set forth restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in Section 8X is reasonable with respect any way construed to its durationbe too broad or to any extent invalid, geographical area such provision shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of the invalid or unenforceable term or provisionthis Section, and this Agreement shall be enforceable as so modified after Seller consents to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From and after (a) Except with the Closing, in consideration prior written consent of the mutual covenants provided Company authorized by a resolution adopted by the Board, for herein but subject to the limitations set forth period beginning upon the date hereof and ending on (i) in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 8(c) or by the Company pursuant to Section 8(d) hereof and the Executive is receiving payments from the Company pursuant to Section 9(b) or (d) hereof, the date on which the last sentence such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date. Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (b) Executive agrees that for a period of one (1) year following termination of employment with the Company, Executive will not solicit or in any manner encourage employees of the Company, its subsidiaries or parent to leave its employ. (c) In case one or more of the terms contained in Subsections (a) or (b) of this Section 8X12 shall for any reason become invalid, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andillegal, with respect to or unenforceable, such invalidity, illegality or unenforceability shall not affect any Restricted Personother terms herein, the date that a person but such invalid, illegal or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person unenforceable terms shall be deemed to be taking an action deleted and such deletion shall not affect the validity of the other terms of this Section. In addition, if any one or more of the terms contained in violation Subsections (a) or (b) of this Section 8X by virtue of its shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged activity that term shall be construed in a business that competes manner to enable it to be enforced to the extent compatible with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedapplicable law.

Noncompetition. From and after During the Closing, in consideration period of the mutual covenants provided Executive's employment by or with the Company and for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier two years after termination of the third anniversary Executive's employment hereunder, so long as the Company is not in breach of the Closing Date and, with respect to any Restricted Personits obligations under this Agreement, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Executive will not, and shall cause its Subsidiaries for any reason whatsoever (each a “Restricted Person” and, collectively, the “Restricted Persons”i) not to, engage directly or indirectly, build and operate alone or as a shareholder, owner, partner, officer, director, sales representative, employee or consultant in, of or to any greenfield plants temporary employment, "PEO" or staff leasing, permanent placement or human resource outsourcing or consulting services or other business activities which are competitive with any business owned or operated or being actively considered to be owned or operated by Company or any subsidiary prior to the Executive's termination or at the time of such termination (a "Designated Business"); (ii) divert to any competitor of the Company or any subsidiary in a Designated Business any customer of the Company or any subsidiary; (iii) solicit or encourage any officer, employee, or consultant of the Company or any subsidiary to leave its employ for employment by or with any competitor of the Company or any subsidiary in a Designated Business; or (iv) call upon any prospective acquisition candidate, on the Executive's own behalf or on behalf of any competitor, which candidate was, to the Executive's knowledge, either called upon by the Company or any subsidiary or with respect to which the Company or any subsidiary made an acquisition analysis, for the production purposes of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessacquiring such entity. The parties hereto agree acknowledge that the covenant set forth Executive's noncompetition obligations hereunder will not preclude the Executive from owning less than 1% of the common stock of any publicly traded corporation conducting business activities in the Designated Business. The Executive will continue to be bound by the provisions of this Section 8X is reasonable 8 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 8 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and the Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From and after During the Closing, in consideration one year period following the expiration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted PersonEmployment Period, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Executive will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate engage in or have any greenfield plants for interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (other than the production Company or any of uncoated free sheet paper its Subsidiaries), whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or corrugated container boardotherwise, anywhere within that directly or indirectly is engaged in the design, manufacture or sale of (a) pickup truck bedliners or (b) any other light truck accessory that is sold by the Company or any of its Subsidiaries as of the date hereof, in the United StatesStates of America, Australia, Brazil or Mexico; provided provided, however, that no Restricted Person nothing herein shall be deemed to be taking prevent the Executive from acquiring through market purchases and owning, solely as an action investment, less than one percent in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result the aggregate of the Purchase and Sale Transaction, (yequity or debt securities of any class of any issuer whose shares are registered under Section 12(b) ownership of less than 5% or 12(g) of the outstanding stock Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not a member of any publicly-traded corporation, or "control group" (zwithin the meaning of the rules and regulations of the United States Securities and Exchange Commission) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businesssuch issuer. The parties hereto agree Executive agrees that the covenant set forth provided for in this Section 8X 7 is reasonable and necessary in terms of time, activity and territory to protect the Company's interests and in protecting (i) the Trade Secrets, (ii) substantial relationships of the Company and its Subsidiaries with customers throughout the United States of America, Australia, Brazil and Mexico, and (iii) customer goodwill associated with the business of the Company and its Subsidiaries. The Executive acknowledges that this Section 7 may be enforced by the Company and any other permitted assignees of the Company. To the extent that the covenant provided for in this Section 7 may later be deemed by a court to be too broad to be enforced with respect to its durationduration or with respect to any particular activity or geographic area, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the such determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area scope of the term or provision, and to add or delete specific words or phrases, phrases to or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing from the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition. From (a) Subject to Section 12.1(c), Seller covenants and after the Closing, in consideration agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on two (2) years following the Closing Date and ending on (the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof“Covenant Term”) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall not, and shall cause its Subsidiaries not to engage in the manufacture or sale of products that are within the scope of the Business (each a “Restricted Person” and, collectively, the “Restricted PersonsSeller Competitive Business”) in direct or indirect competition with Purchaser, whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise. (b) Purchaser covenants and agrees that for the Covenant Term it shall not, and shall cause its Subsidiaries not to, directly engage in the manufacture or indirectlysale of paperboard or paperboard packaging products using the ▇▇▇▇▇ acquired under this Agreement in direct or indirect competition with Seller’s retained paperboard or paperboard packaging businesses as of a time immediately after the Closing (each such retained business, build and operate any greenfield plants for the production of uncoated free sheet paper a “Purchaser Competitive Business”), whether as employer, proprietor, partner, stockholder, consultant, agent, lender or corrugated container board, anywhere within the United Statesguarantor or otherwise; provided that no Restricted nothing in this Section 12.1(b) shall restrict Purchaser or its Subsidiaries from continuing to manufacture the paperboard and paperboard packaging products at the Wickliffe Mill as currently manufactured, or, with respect to the Enhanced Surface Cover Gradeline - C1S and C2S, as currently under development for manufacturing, and sell such products so manufactured. (c) Notwithstanding anything to the contrary contained in Section 12.1(a): (i) in the event that during the Covenant Term Seller completes a business combination transaction with a Person that is engaged in any Seller Competitive Business, which transaction results in the holders of the voting securities of Seller outstanding immediately prior to the consummation of such transaction owning less than 50% of the voting power of the voting securities of Seller or the surviving entity in the transaction or any parent thereof (any such entity, an “Acquiror”) outstanding immediately after the consummation of such transaction, such Acquiror or any of its Subsidiaries or Affiliates may engage in any activity prohibited or restricted by Section 12.1(a); (ii) Seller may directly or indirectly hold interests in or securities of any Person to the extent that such investment does not directly or indirectly confer on Seller more than 15% of the voting power of such Person; and Seller does not have any representation on the board of directors or other managing body of such Person; (iii) Seller may maintain and continue, and Section 12.1(a) shall not be understood to restrict in any manner whatsoever, the operations of Seller and its Subsidiaries that are not being transferred to Purchaser hereunder in accordance with current and past practices and the normal expansion thereof, including the production, sale and distribution of all products and grades currently produced by Seller and its Subsidiaries that are not included within the Business; (iv) Seller may acquire interests in or securities of any Person as an investment by Seller’s pension funds or funds of any other benefit plan of Seller whether or not such Person is engaged in, any Seller Competitive Business; (v) Seller may acquire interests in or securities of any Person that derived 25% or less of its total annual revenues in its most recent fiscal year from activities that constitute Seller Competitive Businesses; (vi) Subject to Section 12.1(e) hereof, Seller may acquire a business, assets and/or more than 50% of the outstanding capital stock or other equity interests in any Person (or any lesser percentage if, pursuant to contractual or other arrangements, Seller has the right to cause such Person to take the actions specified in the following proviso) that derived in excess of 25% of its total annual revenues in its most recent fiscal year from activities that constitute Seller Competitive Businesses; provided, however, that Seller shall use commercially reasonable efforts to divest that portion of such Person that engages in activities constituting Seller Competitive Businesses on commercially reasonable terms as soon as reasonably practicable and in any event within twelve months following the acquisition of such ownership or interest; (vii) Seller may acquire or use any product for internal uses or to conduct Seller’s or its Subsidiaries’ other businesses that consume, use, contain, depend upon or otherwise incorporate any product; and (viii) Seller may perform any act or conduct any business contemplated hereby or the Transition Agreements. (d) The parties hereto acknowledge and agree that nothing herein shall be deemed to be taking an action require Seller to give notice to or obtain the consent of Purchaser in violation of this Section 8X by virtue of its order to engage in any activity or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result transaction of the Purchase types described in Section 12.1(c) or otherwise. (e) If at any time and Sale Transactionfrom time to time during the Covenant Term, Seller engages in any acquisition or series of related acquisitions covered under Section 12.l(c)(vi) hereof (ya “Permitted Competitive Acquisition”), Seller shall notify Purchaser of such Permitted Competitive Acquisition as promptly as practicable following the consummation of such acquisition. Not later than the ninetieth (90th) ownership of less than 5% calendar day after the consummation of the outstanding stock Permitted Competitive Acquisition (or an earlier date, as determined by Seller), Seller shall provide Purchaser (or its designee) and its counsel, accountants, debt financing sources and other representatives reasonable access to the books, records, employees, officers, accountants, attorneys, representatives and properties of the Seller Competitive Business, for a period of sixty (60) calendar days from the date such access is first provided (such period, the “Due Diligence Period”), subject to any publicly-traded corporationthen existing confidentiality restrictions and limitations on access to competitively sensitive information required for compliance with antitrust Law and to Purchaser’s entry into a confidentiality agreement on substantially the same terms as those contained in the Confidentiality Agreement. Within sixty (60) days of the commencement of the Due Diligence Period, Purchaser (or its designee) may, but is not obligated to, make a final comprehensive written offer (the “Final Offer”) to Seller to acquire the Seller Competitive Business. In the event that Seller determines that Final Offer is acceptable, subject to completion of definitive documentation, the Purchaser (or its designee) and Seller shall engage in good faith negotiations following the delivery of such Final Offer to reach agreement on the definitive terms of such transaction. In the event that (a) Seller rejects such Final Offer in writing, Purchaser (or its designee) fails to make any such Final Offer within such sixty (60) day period described above or notifies Seller that Purchaser (or its designee) does not intend to make any such Final Offer, or (zc) acquisition Purchaser (or its designee) and Seller are unable to reach agreement on the definitive terms of such transaction within thirty (30) calendar days from the receipt of the Final Offer, Seller may engage in discussions regarding and consummate a divestiture of the Seller Competitive Business; provided that Seller may not enter into any Person definitive agreement concerning or consummate a divestiture of the Seller Competitive Business with any other third party on terms that are, in the aggregate, less favorable to Seller than those offered by Purchaser (whether or its designee), unless Purchaser (or its designee) has been provided a summary of the material terms of the offer made by asset purchaseany such third party, stock purchaseand Purchaser has not within a period often (10) calendar days following receipt of such third party offer notified Seller in writing that it is willing to acquire the Seller Competitive Business on the terms and conditions contained in such third party offer and within ten (10) calendar days following such written notification from Purchaser., merger or otherwise) engaged in a business Seller and Purchaser enter into definitive agreements on such terms and conditions. Seller agrees that competes with from the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment consummation of a court Permitted Competitive Acquisition until the earlier to occur of competent jurisdiction declares (a) the date on which Purchaser notifies Seller in writing that any term Purchaser (or provision of Section 8X is invalid or unenforceableits designee) does not intend to make a Final Offer, (b) the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area end of the term Due Diligence Period, provided that Purchaser (or provisionits designee) has failed to make a Final Offer within the Due Diligence Period, to delete specific words or phrases(c) the date on which Seller rejects such Final Offer in writing, and (d) the date which is 30 days after the end of the Due Diligence Period, Seller may not engage in discussions with, or provide confidential information to, a third party regarding the divestiture to replace any invalid such party of, or unenforceable term or provision with consummate such a term or provision that is valid and enforceable and that comes closest to expressing the intention divestiture of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedSeller Competitive Business.

Noncompetition. From and after the Closing, in consideration (a) Sellers agree that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on two full years from the Closing Date Date, no Seller and ending on the earlier of the third anniversary of the Closing Date andno Affiliate thereof shall: (i) engage, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build as a principal or for its own account, solely or jointly with others, or through any form of ownership in another Person, or otherwise, in any business that is competitive with the Business as now conducted; or (ii) employ or solicit, or receive or accept the performance of services by, any Transferred Employee or any other employee of Buyer, other than pursuant to any support and operate maintenance agreements that may be entered into by Buyer and one or more Sellers or their Affiliates. (b) If any greenfield plants provision contained in this Section shall for the production any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of uncoated free sheet paper or corrugated container boardthis Section, anywhere within the United States; provided that no Restricted Person but this Section shall be deemed construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be taking an action in violation for a length of this Section 8X time which is not permitted by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationapplicable law, or (z) acquisition in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of any Person (whether by asset purchaseno effect, stock purchasebut to the extent such provision would be valid or enforceable under applicable law, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Sellers acknowledges that Buyer would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Buyer for any such breach. Sellers agree that Buyer shall be entitled to injunctive relief requiring specific performance by Sellers of the invalid or unenforceable term or provisionthis Section, and this Agreement shall be enforceable as so modified after Sellers consent to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From (a) In consideration for the Company’s providing the Executive with Confidential Information during the Employment Period and after the Closingother benefits provided by this Agreement, in consideration the Executive agrees that while employed by the Company and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the mutual covenants provided for herein but subject Board, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the limitations set forth Company in the last sentence field of this Section 8Xneurostimulation in a matter covered by a Company patent; provided, during however, that following the Executive’s termination of employment with the Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of such termination of employment. The Restricted Period shall be (i) the one-year period following the mutual termination of the Executive’s employment and (ii) in all other cases, the two-year period beginning on the Closing Date of Termination. (b) The Executive has carefully read and ending on considered the earlier provisions of this Section 12 and, having done so, agrees that the restrictions set forth in this Section 12 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the third anniversary interests of the Closing Date andCompany, with respect its officers, directors, employees, creditors and shareholders. The Executive understands that the restrictions contained in this Section 12 may limit his ability to any engage in a business similar to the Company’s business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) It is specifically agreed that the Restricted PersonPeriod following termination of employment, during which the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% agreements and covenants of the ordinary voting power entitled to vote Executive made in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, Sections 11 and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person 12 shall be deemed to effective, shall be taking an action computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (d) In the event that any provision of this Section 8X 12 relating to the Restricted Period and/or the areas of restriction shall be declared by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term to exceed the maximum time period or provision of Section 8X is invalid or unenforceableareas such court deems reasonable and enforceable, the parties agree that Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court making shall become and thereafter be the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the maximum time within which the judgment may be appealedperiod and/or areas.

Noncompetition. From and Until one year after termination of Employee's employment with the ClosingCompany for any reason, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8Xwhether voluntary or involuntary, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the acquisition and operate any greenfield plants for consolidation of, or consulting, management or similar services for, dental practices which were either conducted by the production Company at the time of uncoated free sheet paper Employee's termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed "Proposed to be taking an action in violation Conducted" (as defined herein) by the Company at the time of this Section 8X by virtue of its or their such termination (w) engaging in Seller’s Other Businesses or activities reasonably related theretothe "Designated Industry"), (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionCompany in the Designated Industry any customer of Employee, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, corporation conducting business activities in the Designated Industry or (zii) acquisition serving as an officer, director, stockholder or employee of any Person (whether by asset purchase, stock purchase, merger or otherwise) an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business that competes with plan approved by the BusinessBoard of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. The parties hereto agree that Employee will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 8 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 8 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From and after the Closing, in In consideration of the mutual covenants provided for herein but subject to the limitations set forth in Seller Entities at the last sentence of this Section 8XClosing, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person(the "NONCOMPETE PERIOD"), the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller Entities shall not, and the Seller Entities shall cause its Subsidiaries their Affiliates to not, engage (each a “Restricted Person” andwhether as an owner, collectivelyoperator, the “Restricted Persons”manager, employee, officer, director, consultant, advisor, representative, or otherwise) not to, directly or indirectlyindirectly in any Acquired Company's business as presently conducted which is the business that provides home or community based services to (i) at-risk children and youth who are behaviorally and/or medically involved, build and operate any greenfield plants for (ii) individuals with mental retardation and/or development disabilities, (iii) individuals with acquired brain injury or (iv) the production of uncoated free sheet paper or corrugated container boardelderly, in each case, anywhere within the United States; provided provided, that no Restricted Person engaging in the existing business of the Seller Entities and their other Affiliates (including, without limitation, participation in joint ventures) as currently conducted on the date hereof shall not be deemed to be taking an action in a violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) foregoing; provided further that ownership of less than 5% of the outstanding stock of any publicly-publicly traded corporation, or (z) acquisition corporation shall not be deemed to be engaging solely by reason thereof in any of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessits businesses. The parties Parties hereto agree that the covenant set forth in Section 8X this SECTION 9.5 is reasonable with respect to its duration, geographical area area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X this SECTION 9.5 is invalid or unenforceable, the parties Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition. From and Until two years after the Closingtermination of Employee's employment hereunder, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the acquisition and operate any greenfield plants for consolidation of medical practices (the production of uncoated free sheet paper "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed proposed to be taking an action in violation conducted by the Company at the time of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretosuch termination, (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionCompany in the Designated Industry any customer of Employee, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, corporation conducting business activities in the Designated Industry or (zii) acquisition serving as an officer of any Person (whether by asset purchase, stock purchase, merger or otherwise) an entity engaged in a the healthcare industry whose business that competes operations are not competitive with those of the BusinessCompany. The parties hereto agree that Employee will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 10 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 10 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From (a) Except as provided by this paragraph 5, there will be no restrictions on your ability to enter into employment with, be a sole proprietor or partner of, render services to, act as a consultant to or hold an equity interest in, any entity or person. In further consideration for the payments and after benefits provided hereunder, particularly the Closingadditional compensation described in paragraph 2, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, you agree that during the period beginning on the Closing Date your resignation date and ending on January 31, 1998 (the earlier "Restricted Period"), regardless of whether you have forfeited rights under this agreement due to breach of its terms, you will not, without the prior written consent of the third anniversary Chairman of the Closing Date Board of JWA, be employed directly or indirectly by, be a sole proprietor or partner of, or act as a consultant to Brunswick Corp., ▇▇▇▇▇▇▇ Co., Inc., or Outdoor Technologies Group, or any of their respective subsidiaries or affiliates, in any capacity where confidential information concerning JWA which was acquired by you during your employment with JWA would reasonably be considered to be useful; neither will you, directly or indirectly make sales solicitations to any person, corporation, partnership or other business entity which is, at the present time and at the time of such sales solicitation, a customer or prospective customer of JWA and/or its subsidiaries or affiliates, if the effect of such action would be likely to cause such customer to substantially reduce existing or future business relationships with or purchases from JWA. (b) You further agree to reasonably cooperate with JWA, its financial and legal advisors and/or government officials, in any claims, investigations, administrative proceedings including without limitation environmental proceedings, lawsuits, and other legal, internal or business matters, as reasonably requested by JWA during the Restricted Period and for two (2) years thereafter. You will be paid one thousand dollars ($1,000) (in addition to any other amounts to which you may be entitled hereunder) for each day on which such service is performed at the request of JWA and, to the extent you incur travel or other expenses with respect to any Restricted Personsuch activities, JWA will reimburse you for such reasonable expenses when submitted according to regular corporate procedures. (c) You agree that JWA will suffer irreparable damage in the date that a person or group event the provisions of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% this paragraph 5 are breached and your acceptance of the ordinary voting power provisions of this paragraph 5 was a material factor in your decision to enter into this letter agreement. You further agree that JWA shall be entitled as a matter of right to vote in the election injunctive relief to prevent a breach by you. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies JWA may have. In addition to such Restricted Person’s board of directors or managers (as applicable), Seller shall notequitable relief, and shall cause its Subsidiaries (each a “Restricted Person” andnot in limitation of any other rights or remedies JWA may have, collectively, if you breach the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation provisions of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of paragraph 5 during the Purchase and Sale Transaction, (y) ownership of less than 5% of Restricted Period JWA shall have the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant remedies set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedparagraph 8 hereof.

Noncompetition. From and after (i) In order to protect the Closing, in consideration value of the mutual covenants provided for herein but subject Purchased Assets acquired by Buyer pursuant to this Agreement, including, without limitation, goodwill, and the limitations set forth in the last sentence of this Section 8Xlegitimate business interests being acquired by Buyer, Parent and each Seller covenant and agree that, during the period beginning on from the Closing Date and ending on for five (5) years thereafter (the earlier of the third anniversary of the Closing Date and, with respect to any “Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicablePeriod”), Parent and each Seller shall will not, and shall cause its Subsidiaries (each a “Restricted Person” andtheir Affiliates to not, collectivelyas principal, the “Restricted Persons”) not toagent, executive, employee, consultant, volunteer or otherwise, become involved or otherwise engage, directly or indirectly, build and operate in the Competing Business anywhere in the Restricted Area, or, without the prior consent of Buyer, directly or indirectly, advise, own an interest in (including any greenfield plants for interest the production value of uncoated free sheet paper which is determined with reference to equity), manage, operate, join, control, lend money or corrugated container boardrender financial, anywhere within technical or other assistance to or participate in or be connected with, as an officer, executive, employee, partner, stockholder, member, agent, consultant, advisor or other similar capacity, any Competing Business; provided, however, that mere ownership of securities having no more than one percent of the United States; provided that no Restricted Person outstanding voting power of any Competing Business listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be taking an action in violation of this Section 8X by virtue Agreement so long as such Person has no other connection or relationship with such Competing Business that is prohibited hereby. (ii) As used herein, “Competing Business” the business of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock manufacturing and selling compressed wood pellets and sawdust products for use as a result of fuel source in residential and commercial wood pellet stoves and boilers. Notwithstanding anything to the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceablecontrary contained herein, the parties agree that “Competing Business” shall not include wood handling and chipping services business (including wood chipping mill operation, wood yard operations services, wood fibre processing services and wood chip sales) or the court making manufacture and sale in Canada of compressed wood pellets for use as a fuel source by industrial customers for power generation, in each case as presently conducted by Parent or its Subsidiaries (other than Sellers). As used herein, “Restricted Area” means the determination United States of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedAmerica.

Noncompetition. From (a) The Company covenants and agrees that from and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of until the third (3rd) anniversary of the Closing Date and, with respect to any Restricted PersonDate, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller Company shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) subsidiaries not to, (i) directly or indirectly, engage in the Exploitation of any nasal spray product containing NSAID (other than pursuant to the Transition Agreement) in the United States of America, (ii) solicit or attempt to solicit, directly or indirectly, build and operate any greenfield plants of the suppliers or wholesalers for the production Product for the purpose of uncoated free sheet paper diverting business relating to the Product away from the Buyer; (iii) intentionally interfere in any material respect with the business relationships relating to the Product (whether formed before or corrugated container board, anywhere within after the United States; provided that no Restricted Person shall be deemed to be taking an action in violation date of this Section 8X by virtue of its Agreement) between the Buyer and customers or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership suppliers of Buyer Common Stock as a result or (iv) assist or participate with any Affiliates of the Purchase and Sale Transaction, (y) ownership of less than 5% Company in connection with any of the outstanding stock foregoing in any way. (b) The parties hereto acknowledge that the covenants set forth in this Section 4.5 are an essential element of any publicly-traded corporationthis Agreement and that, or (z) acquisition of any Person (whether by asset purchasebut for these covenants, stock purchase, merger or otherwise) engaged in a business that competes with the Businessparties hereto would not have entered into this Agreement. The parties hereto agree acknowledge that this Section 4.5 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. The Company, on behalf of itself and its subsidiaries, acknowledges and agrees that, in the event that the covenant Company or one or more of its subsidiaries breaches any of the provisions in this Section 4.5, the Buyer shall suffer immediate, irreparable injury and will, therefore, be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as reimbursement by the Company of the reasonable costs and attorneys’ fees the Buyer incurs in successfully enforcing its rights under this Section 4.5. (c) The parties acknowledge that the restrictions set forth in this Section 8X is reasonable 4.5: (i) are reasonably drawn with respect to its duration, geographical scope, and otherwise, (ii) are not unduly burdensome, (iii) are not injurious to the public interest and (iv) are supported by adequate consideration. It is the intention of the parties hereto that if any of the restrictions or covenants contained in this Section 4.5 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction declares shall construe and interpret or reform this Section 4.5 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is would be valid and enforceable under such applicable Law. The parties agree and intend that comes closest to expressing the intention obligations under this Section 4.5 will be tolled during any period that the Company, or one or more of the invalid or unenforceable term or provisionCompany’s subsidiaries, and this Agreement shall be enforceable as so modified after the expiration is in breach of any of the time within which obligations under this Section 4.5, so that the judgment may be appealedBuyer is provided with the full benefit of the restrictive periods set forth herein.

Noncompetition. From (a) The Seller acknowledges that he has a special knowledge of the Businesses and the proprietary and confidential information included in the Businesses and that the Buyer is making a considerable investment in the Businesses from which the Seller has benefited. In consideration of this Agreement and such investment and benefit, and as an inducement to the Buyer to enter into this Agreement and consummate this Transaction, the Seller agrees that, for a period of two (2) years after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted PersonDate, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business that directly or indirectly designs and operate manufactures aerospace components ("Competitive Business"); provided, however, that the Seller may own less than one percent (1%) of any greenfield plants for outstanding class of securities registered pursuant to the production Securities Exchange Act of uncoated free sheet paper 1934, as amended, of an issuer that is a Competitive Business. (b) For a period of two (2) years following the Closing Date, the Seller will not, without the express prior written approval of the Board of Directors of the Buyer, (A) directly or corrugated container boardindirectly recruit, anywhere within solicit or otherwise induce or influence any sales agent, joint venturer, lessor, supplier, agent, representative or any other person that has or had during the United States; provided one (1) year period initially preceding the Closing Date a business relationship with the Acquired Companies, to discontinue, reduce or adversely modify such employment, agency or business relationship with the Buyer, or any of the Acquired Companies as it relates to the Businesses as conducted by the Buyer, or any of the Acquired Companies after the Closing Date, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is employed or retained by the Buyer or any of the Acquired Companies. Notwithstanding the foregoing, nothing herein shall prevent the Seller from providing a letter of recommendation to an employee with respect to a future employment opportunity. (c) For a period of two (2) years following the Closing Date, the Seller will not, without the express prior written approval of the Board of Directors of the Buyer, directly or indirectly, recruit, solicit or otherwise induce or influence any customer of the Buyer, or any of the Acquired Companies to discontinue, reduce or modify such business relationship with the Acquired Companies. (d) The Seller agrees that no Restricted Person shall be deemed to be taking an action in the violation or threatened violation of any of the provisions of this Section 8X by virtue 5.14 shall cause immediate and irreparable harm to the Buyer and that the damage to the Buyer will be difficult or impossible to calculate with precision. Therefore, in the event the Seller violates this Section 5.14, an injunction restraining the Seller from such violation may be entered against the Seller in addition to any other relief available to the Buyer. (e) If, at the time of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock enforcement of any publicly-traded corporationprovision of this Section 5.14, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree court shall hold that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term scope or provision of Section 8X is invalid or unenforceableother restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the court making maximum duration, scope or other restrictions reasonable under such circumstances shall be substituted for the determination of invalidity stated duration, scope or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable other restrictions and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement court shall be enforceable as so modified after allowed to revise the expiration of restrictions contained herein to cover the time within which maximum period, scope and other restrictions permitted by law; provided, however, that the judgment may be appealedsubstituted period shall not exceed the period contemplated by this Agreement.

Noncompetition. From and after the ClosingNo Seller nor any Affiliate of any Seller (including, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8Xwithout limitation, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and****, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not towill engage, directly or indirectly, build in the operation of, or own or have any interest of any kind, in any convenience store or gasoline retail business (i) for a period of **** years from and operate after the Closing in the area within a **** mile radius of any greenfield plants convenience store operated by Purchaser or any Affiliate of Purchaser located in North Carolina or South Carolina and (ii) for a period of **** years from and after the Closing in the area within a **** mile radius of any Store; provided, that (A) if the two geographic areas referred to in clauses (i) and (ii) overlap, the noncompetition provisions in clause (ii) shall apply; (B) the Lennon Oil Company may continue to deliver oil and other petroleum products to unaffiliated third party-owned convenience stores located in Scotland and ▇▇▇▇▇▇▇ Counties, North Carolina, in accordance with its past practice and in the same manner as heretofore conducted, and (C) with respect to the terms of noncompetition set forth in clause (i) above, such terms shall apply (for the production remaining portion of uncoated free sheet paper the **** period commencing on the Closing Date) to any such **** mile geographic area if the Purchaser or corrugated container boardany Affiliate of the Purchaser receives a building permit for a new convenience store after the Closing Date, anywhere but before any Seller or Affiliate of any Seller receives a building permit for a new convenience store within such **** mile radius-area. Sellers hereby acknowledge that the United States; provided that no Restricted Person shall be deemed geographic areas and the time periods referred to be taking an action in violation clauses (i) and (ii) of this Section 8X by virtue of 11.2 constitute reasonable protection to the Purchaser for preserving its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessrights hereunder. The parties hereto agree that intend the covenant set forth geographic areas in Section 8X is reasonable clauses (i) and (ii) above to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to its duration, geographical any one such area and scope. If the final judgment of a court of competent jurisdiction declares that shall not render this Agreement unenforceable as applied to any term one or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area more of the term or provision, other areas. *Selected portions have been deleted as confidential pursuant to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention Rule 24b-2. Complete copies of the invalid or unenforceable term or provision, entire exhibit have been filed separately with the Securities and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedExchange Commission and marked "CONFIDENTIAL TREATMENT."

Noncompetition. From Except for the passive ownership by Moadel of an equity ownership interest in Infinity (which Moadel agrees may not be increased through a purchase of additional stock in Infinity by Moadel or his affiliates, despite any disclosure on any schedule to this Agreement), each of PC and after Moadel, as a material inducement to PMSI and Prime to enter into this Agreement, hereby agrees that, at all times up until the Closing, in consideration expiration of two (2) full years immediately following the end of the mutual covenants provided Restricted Period, such party will not directly or indirectly, either through any kind of ownership (other than ownership of securities of a publicly held corporation of which it owns less than five percent (5%) of any class of outstanding securities), or as a principal, shareholder, agent, employer, advisor, consultant, co-partner or in any individual or representative capacity whatever, either for herein but subject its own benefit or for the benefit of any other person, corporation or other entity, without the prior written consent of each other party hereto, commit any of the following acts, which acts shall be considered violations of this covenant not to compete: (a) Except through Newco or its subsidiaries, directly or indirectly engage in, or provide, anywhere within the limitations set forth Restricted Area or within a five (5) mile radius of any Other Location existing on or before the end of the Restricted Period, any services (other than services included in the last sentence practice of this Section 8Xmedicine) related to (i) the operating of premises used to provide Refractive Surgery, during (ii) the period beginning on manufacture, maintenance, refurbishing, repair, sale, or leasing of any equipment related to or necessary for the Closing Date and ending on the earlier operating of premises used to provide Refractive Surgery, or (iii) providing any management services, training or consulting services related to any of the third anniversary activities described in (i) or (ii); (b) Except through Newco or its subsidiaries, directly or indirectly provide, anywhere within the Restricted Area, (i) premises, equipment and non-physician personnel for the performance of Refractive Surgery by physicians, (ii) the Closing Date andmarketing, scheduling and management of Refractive Surgery (but excluding, with respect to Moadel, marketing, scheduling and management of patients for treatment by Moadel), (iii) the credentialing and scheduling of physicians to perform Refractive Surgery and (iv) the billing, collecting or accounting for the use of any Restricted Personsuch premises, the date that equipment or non-physician personnel. (c) Directly or indirectly request or advise any person, firm, physician, corporation or other entity having a business relationship with Newco or any of its subsidiaries, Prime, or any affiliate or related entity of any of them, to withdraw, curtail, or cancel its business with such person or group entity; or (d) Directly or indirectly hire any employee of Newco or any of its subsidiaries, Prime, or any affiliate or related persons entity of any of them, or induce or attempt to influence any employee of Newco or any of its subsidiaries, Prime or any such affiliate or related entity to terminate his or her employment with such person or entity. (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% the term of the ordinary voting power entitled to vote in the election non-compete agreement shall end one year after such employee ceases its use of such Restricted Person’s board of directors or managers (as applicable), Seller shall notNewco's offices and equipment, and (ii) it shall cause its Subsidiaries not be necessary to include a provision requiring that such employee devote his or her full business time and attention to rendering professional opthalmic and medical services for any period of time or in any location. Each of PMSI and Prime hereby agrees that, at all times up until the expiration of two (each a “2) full years immediately following the end of the Restricted Person” andPeriod, collectively, the “Restricted Persons”) such party will not to, directly or indirectly, build and operate any greenfield plants either for its own benefit or for the production benefit of uncoated free sheet paper any other person, corporation or corrugated container boardother entity, anywhere within without the United States; provided that no Restricted Person shall be deemed to be taking an action in violation prior written consent of this Section 8X by virtue Moadel, hire any employee of Newco or any of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationsubsidiaries, or (z) acquisition induce or attempt to influence any employee of Newco or any Person (whether by asset purchase, stock purchase, merger of its subsidiaries to terminate his or otherwise) engaged in a business that competes her employment with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term such person or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.entity

Noncompetition. From Except as otherwise consented to or approved in writing by Buyer and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable)Key, Seller shall agrees that for a period of 60 months following the Effective Date, it will not, except as expressly provided in that certain Joint Alliance Agreement of even date herewith by and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not tobetween Seller and Buyer, directly or indirectly, build acting alone or as a member of a partnership or a 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 any business providing drilling, workover or well clean-out services utilizing air, foam, mist or aerated fluid circulating systems (but specifically excluding the teaching of courses offered by the University of Tulsa Continuing Education program) within (A) the entire state of State of Texas excluding Dallam, Sherman, Hansford, Ochiltree, Lipscomb, Hartley, Moore, Hutchinson, Roberts, Hemphill, Oldham, Potter, Carson, Gray and operate Wheeler counties; and (B) and that portion of t▇▇ ▇▇▇▇e of New Mexico located south of U.S. Interstate 40 (the "Territory"); (ii) request any greenfield plants present customers or suppliers of Seller to curtail or cancel their business with Buyer or Key; (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of Seller relating to Seller's ownership, operation, maintenance or use of the Assets, Buyer or Key or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of Buyer or Key to terminate his employment. Seller agrees that if either the length of time or geographical area of the Territory is deemed too restrictive in any court proceeding, the court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 4.1 are in addition to any other obligations that Seller may have under the laws of any state requiring a corporation who sells its assets to limit its activities so that the goodwill and business relations associated with the assets being sold (and any successor corporation) will not be materially impaired. Seller further agrees and acknowledge that Buyer and Key do not have any adequate remedy at law for the production breach or threatened breach by Seller of uncoated free sheet paper this covenant, and agree that Buyer or corrugated container boardKey may, anywhere within in addition to the United States; provided that no Restricted Person shall other remedies which may be deemed available to be taking an action them hereunder, file a suit in violation equity to enjoin Seller from such breach or threatened breach. If any provisions of this Section 8X by virtue of its 4.1 are held to be invalid or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoagainst public policy, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessremaining provisions shall not be affected thereby. The parties hereto agree Seller acknowledges that the covenant covenants set forth in this Section 8X is reasonable with respect to its duration, geographical area 4.1 are being executed and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area delivered by Seller in consideration of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid covenants of Buyer and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provisionKey contained in this Agreement, and this Agreement shall be enforceable as so modified after the expiration for other good and valuable consideration, receipt of the time within which the judgment may be appealedis hereby acknowledged.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the (a) For a period beginning commencing on the Closing Date and ending continuing thereafter for five (5) years, Seller or any ICI Company (excluding any ICI Company in Australia or New Zealand with respect to polyester resins) shall not engage in the manufacture, sale, marketing or distribution of any products manufactured, sold, marketed or distributed by Composites on the earlier of the third anniversary of the Closing Date andin any territory where Composites has manufactured, with respect to any Restricted Personsold, the date that a person marketed or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of distributed such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote products in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, 12 month period immediately preceding and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, including the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the BusinessClosing Date. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of if a court of competent jurisdiction declares that shall hold the foregoing restriction on competition to be unreasonable, then such restriction shall be construed to refer only to such period of time or such geographical areas as such court shall deem reasonable. For the avoidance of doubt, nothing in this Section 5.1 shall be deemed to apply to any term ICI Company in Australia or provision of New Zealand with respect to polyester resins. (b) Nothing in Section 8X is invalid 5.1(a) or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and in this Agreement shall be enforceable as so modified after the expiration prevent Seller or any ICI Company from purchasing any corporation or business a part of which has an interest in any products subject to Section 5.1(a) unless more than 15% of the time turnover of such corporation or business in its last accounting year was generated by its interest in such products. In the event that Seller or any ICI Company purchases any corporation or business which does have such interest in such products but such interest did not account for 15% of its turnover (as calculated above) than as soon as practicable after such purchase taking place, Seller or the relevant ICI Company that has acquired such corporation or business shall, if not prohibited by applicable law, offer for sale to Purchaser the interest relating to any such products as aforesaid and Seller (or the relevant ICI Company) shall, if requested to do so by Purchaser, enter into good faith exclusive negotiations with Purchaser for the sale of such interest. In the event that Purchaser does not purchase such interest from Seller (or the relevant ICI Company) then Seller (or the relevant ICI Company) shall be free to keep the said interest with the consent of Purchaser (such consent not to be unreasonably withheld or delayed provided the negotiations referred to above were conducted in good faith (including with respect to price and other material terms)). In the circumstances that such consent is reasonably withheld, then Seller (or the relevant ICI Company) shall use reasonable efforts to divest the said interest within 12 months of such consent 28 having been withheld. Prior to the consummation of any sale of said interest to a third party at a price together with other material terms in the aggregate more favorable than offered to Purchaser pursuant hereto. Seller (or the relevant ICI Company) shall make an irrevocable offer to Purchaser (which the judgment may be appealedaccepted by the Purchaser within sixty days following such offer) to sell such interest to Purchaser or one of its Affiliates on substantially identical terms. In the event Purchaser fails to accept such offer within sixty days, or if so accepted, the sale to Purchaser is not completed within sixty days of such acceptance and Seller (or the relevant ICI Company) has negotiated in good faith with Purchaser, Seller (or the relevant ICI Company) shall have no further obligation to Purchaser hereunder.

Noncompetition. From and after (a) Executive agrees that for a period of eighteen months following the Closing, in consideration termination of the mutual covenants provided Agreement, he shall not, except as permitted with the Company’s prior written consent, engage in, be employed by, or in any way advise or act for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier any business which is a competitor of the third anniversary of the Closing Date and, Company with respect to the products or services provided by the Company to which Executive devoted substantial attention during his employment with the Company. This restriction shall also apply to any Restricted Person, ownership or other financial interest in such a competitor except the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% five percent of the outstanding stock shares of any publiclycorporation whose shares are listed on a recognized stock exchange or trade in an over-traded corporation, or the-counter market in the United States (zb) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree Executive acknowledges and agrees that the covenant set forth terms of Sections 7, 8 and 9 (i) are reasonable in geographic and temporal scope and (ii) are necessary to protect legitimate proprietary and business interests of the Company in, inter alia, customer relationships and confidential information. Executive further acknowledges and agrees that (x) Executive’s breach of the provisions of Section 8X 7 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and (y) if the Company elects to prevent Executive from breaching such provisions by obtaining an injunction against Executive, there is a reasonable with respect probability of the Company’s eventual success on the merits. Executive consents and agrees that if Executive commits any such breach or threatens to its durationcommit any breach, geographical area the Company shall be entitled to temporary and scope. If the final judgment of permanent injunctive relief from a court of competent jurisdiction declares that jurisdiction, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any term of the provisions of Sections 7, 8 or provision of Section 8X 9 is invalid determined to be wholly or partially unenforceable, the parties agree Executive hereby agrees that the court making Agreement or any provision hereof may be reformed so that it is enforceable to the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area maximum extent permitted by law. If any of the term provisions of Sections 7, 8 or provision9 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to delete specific words or phrases, or in any way diminish the Company’s right to replace enforce any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedsuch covenant in any other jurisdiction.

Noncompetition. From and after the Closing, in consideration (a) The Seller agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on five years from the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall it will not, and shall will cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) affiliates not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container boardown, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretomanage, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transactionoperate, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationcontrol, or (z) acquisition of participate in the ownership, management, operation or control of, or be connected in any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business manner with any person that competes with the Nonwovens Business anywhere in the world. (b) The Seller agrees, covenants and acknowledges that from and after the Closing Date, it will not disclose, give, sell, use or otherwise divulge any confidential information relating to the Nonwovens Business. The . (c) Other than pursuant to a general advertisement not targeted or directed at employees hired by the Buyer or its affiliates pursuant to this Agreement, neither Seller nor any of its affiliates shall for a period of two (2) years from the Closing Date solicit the employment of, or induce any person to engage in such solicitation, of any employees hired by the Buyer or its affiliates pursuant to this Agreement. (d) It is the desire and intent of the parties hereto agree to this Agreement that the covenant set forth provisions of this Section 5.10 shall be enforced to the fullest extent permissible under the laws and public policies applied in Section 8X each jurisdiction in which enforcement is reasonable with respect to its duration, geographical area and scopesought. If the final judgment any particular provisions or portion of a court of competent jurisdiction declares that any term or provision of this Section 8X is 5.10 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the parties agree operation of such Section in the particular jurisdiction in which such adjudication is made. (e) The Seller recognizes and acknowledges that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area performance of the term obligations under this Section 5.10 are special, unique and extraordinary in character, and that in the event of a breach by the Seller or provisionits affiliates or their respective employees, officers, directors or advisors of the terms and conditions of this Section 5.10, the Buyer shall be entitled to delete enforce the specific words performance thereof by the Seller or phrases, its affiliates or to replace any invalid enjoin the Seller or unenforceable term its affiliates or provision with a term their respective employees, officers, directors or provision that is valid and enforceable and that comes closest to expressing advisors from violating the intention provisions of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedSection 5.10.

Noncompetition. From and after The following noncompetition provisions shall apply: (i) The Executive shall not, at any time during his employment with the ClosingCompany or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in consideration the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the mutual covenants provided for herein but immediately foregoing sentence, the Executive shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the limitations set forth Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s engagement in the last sentence activity; provided, however, that if the Board (or its representative) does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this Section 8Xsubsection (a)(i), during this subsection (a)(i) shall not be construed as preventing the period beginning Executive from investing his personal -9- assets in any business that competes with the Company, in such form or manner as will not require any services on the Closing Date and ending on the earlier part of the third anniversary Executive in the operation of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% affairs of the ordinary voting power entitled to vote business in which such investments are made, but only if the election Executive does not own or control five percent (5%) or more of such Restricted Person’s board any class of directors the outstanding stock, or managers of any profits interest or capital interest (as applicable), Seller shall notof such business. (ii) The payments, benefits, and shall cause its Subsidiaries (each a “Restricted Person” andother entitlements under this Agreement are being made in consideration of, collectivelyamong other things, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation obligations of this Section 8X by virtue 5 and, in particular, compliance with Section 5(a) of its this Agreement; provided, however, that all such payments, benefits, or their other entitlements under the Agreement are subject to and conditioned upon the Executive’s entering into the Release and Agreement referred to in Section 6(i) of this Agreement. (wiii) engaging in Seller’s Other Businesses During the twenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive shall not (A) influence or activities reasonably related theretoattempt to influence any person, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transactionfirm, (y) ownership of less than 5% of the outstanding stock of any publicly-traded association, partnership, corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in other entity that is a business that competes contracting party with the Business. The parties hereto agree Company to terminate any written agreement with the Company, except to the extent the Executive is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Executive is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Term of Employment and scope. If for the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceabletwenty-four (24) month period immediately thereafter, the parties agree that Executive shall not publicly criticize or disparage the court making the determination of invalidity Company, any Related Company, or unenforceability shall have the power to reduce the scopeany director, duration officer, executive, or area agent of the term Company or provisionany Related Company, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable except as so modified after the expiration of the time within which the judgment may be appealedrequired by law. (v) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Company shall not issue any defamatory statements about the Executive.

Noncompetition. From THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges that in the course of the Executive's employment with the Company and after its Affiliates and their predecessors, the ClosingExecutive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive's services will be of special, unique and extraordinary value to the Company and its Affiliates and that the 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. Therefore, and in further consideration of the mutual covenants provided for herein but subject compensation being paid to the limitations Executive hereunder, the Executive agrees that, during the Employment Period and for a period of twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 9(d) hereof applies (in which case the restrictions set forth in the last sentence of this Section 8X10 shall not apply) (the "Restricted Period"), during the period beginning on Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the Closing Date and ending on the earlier businesses of the third anniversary Company or its Affiliates, in any country where the Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of the Closing Date and, with respect to any Restricted Person, the date that a person or group voting equity of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall not be enforceable as so modified after the expiration of the time within which the judgment may be appealedprohibited hereby.

Noncompetition. From and after the ClosingEach Seller agrees that, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the a period beginning commencing on the Closing Date and ending terminating on the earlier of the third three (3) year anniversary of the Closing Date andDate, with respect to it will not directly, or indirectly through any Restricted Personof its Affiliates, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote engage in any business anywhere in the election of such Restricted Person’s board of directors United States or managers Canada in direct competition with the Bars Business, as conducted by the Sellers immediately prior to the Closing (as applicablea “Competing Business”); provided, that notwithstanding the foregoing, no Seller shall not, and shall cause its Subsidiaries be prohibited from (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (yi) ownership of less than five percent (5% %) of the outstanding stock of any publicly-traded corporation, debt or (z) acquisition equity securities of any Person engaged in a Competing Business; or (whether ii) the acquisition (by asset purchase, stock purchase, merger merger, consolidation or otherwise) by such Seller of the stock, business or assets of any Person that at the time of such acquisition is engaged in a business Competing Business (an “Acquired Competing Business”), and the continuation of such Acquired Competing Business following such acquisition, provided that competes with so long as such Acquired Competing Business generated no more than twenty-five percent (25%) of the Businessnet revenues of the combined businesses that are being acquired as part of the same transaction or related transactions in which such Acquired Competing Business is being acquired. The parties hereto agree Such percentage shall be measured over the last twelve (12) months for which such financial data are available prior to the execution of the definitive agreement for such acquisition. In the event of (A) the acquisition by any Person of more than 50% of the voting securities of TreeHouse, (B) the consummation of a merger, consolidation or reorganization, the result of which is that the covenant shareholders of TreeHouse immediately prior to the merger, consolidation or reorganization do not own or control immediately after the merger, consolidation or reorganization at least 50% of the value of the outstanding equity or combined voting power of the then outstanding voting securities of TreeHouse, or (C) a sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of TreeHouse and its subsidiaries (taken as a whole), then the covenants set forth in this Section 8X is reasonable with respect to its duration, geographical area 7.7.2 shall terminate and scope. If the final judgment be of a court of competent jurisdiction declares that any term no further force or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedeffect.

Noncompetition. From and Until two years after the Closingtermination of Employee’s employment hereunder, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the acquisition, consolidation or management of a hearing aid or hearing diagnostic business (the “Designated Industry”) and operate any greenfield plants for (B) were either conducted by the production of uncoated free sheet paper Company prior to Employee’s termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed proposed to be taking an action in violation conducted by the Company at the time of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretosuch termination, (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale Transaction, (y) ownership of less than 5% Company in the Designated Industry any customer of the outstanding stock of any publicly-traded corporationCompany, or (ziii) acquisition solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged competitor of the Company in a business that competes with the BusinessDesignated Industry. The parties hereto agree acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2 % of the covenant set forth common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to be bound by the provisions of this Section 8X is reasonable 10 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 10 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From (a) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and after the Closing, in consideration of the mutual ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date agrees that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall notnot engage in, and shall cause its Subsidiaries Seller’s Affiliates (each excluding the Non-Restricted Affiliates) not to engage in, directly or indirectly, during the Production Period and for a “Restricted Person” and, collectivelyperiod of one (1) year thereafter, the “wholesale mortgage origination business in the states or other jurisdictions in which the Production Assets are located (as of the Closing Date) or from which Mortgage Loans were originated with the Production Assets on or prior to the Effective Date, including but not limited to serving as a consultant, shareholder or investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation). Seller further covenants and agrees that during the Production Period and for a period of one (1) year thereafter, Seller will not, and Seller shall cause its Affiliates (excluding the Non-Restricted Persons”Affiliates) not to, directly or indirectly, build (i) hire any employee of Purchaser (including Hired Employees), (ii) solicit or induce, or attempt to solicit or induce, any employee of Purchaser (including Hired Employees) to terminate its employment or (iii) solicit or induce, or attempt to solicit or induce, any broker that has a business relationship with Purchaser (including brokers that had a business relationship with Seller prior to the Closing Date) to reduce the amount of business such broker conducts with Purchaser or terminate such business relationship. Notwithstanding anything in this Section 6.8 to the contrary, this covenant shall not prohibit or limit Seller or its Affiliates from engaging, currently or in the future, in the wholesale mortgage origination of WestWorks Loans in any geographic location. (b) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and operate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6.8 are reasonable and are no broader than are necessary to protect the legitimate business interests of Purchaser. (c) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that breach of any greenfield plants of the provisions of this Section 6.8 will give rise to irreparable injury to Purchaser, inadequately compensable in damages. Accordingly, Purchaser shall be entitled to seek injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to seek specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies which may be available. Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Purchaser further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent it from earning a reasonable livelihood. Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Purchaser further acknowledges and agrees that the covenants contained herein are necessary for the production protection of uncoated free sheet paper or corrugated container boardPurchaser’s legitimate business interests and are reasonable in scope and content. (d) Purchaser and each of Seller, anywhere within ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree and stipulate that the United States; provided agreements and covenants contained in this Section 6.8 are fair and reasonable in light of all of the facts and circumstances of the relationship between Purchaser and each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, however, Purchaser, Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are aware that no Restricted Person in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Section 6.8, Purchaser, Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree that in the event a court should decline to enforce the provisions of this Section 6.8, that this Section 6.8 shall be deemed to be taking an action modified or reformed to restrict the limitations on competition with Purchaser to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, in violation no event shall the provisions of this Section 8X by virtue of its 6.8 be deemed to be more restrictive to Seller, ▇▇▇ ▇▇▇▇▇▇▇ or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transactionapplicable, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedthose contained herein.

Noncompetition. (a) From and after the ClosingEffective Time, in consideration of until the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third fourth anniversary of the Closing Date and(the “Covenant Period”), each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in the world (i) directly or indirectly engage in the Fastener Business, or (ii) directly or indirectly invest in, manage, consult with, operate, participate in or control as a partner, stockholder or consultant, or otherwise have an equity interest exceeding five percent in, any Person that competes with respect the Fastener Business (the “Noncompetition Agreement”). Without limiting the foregoing, during the Covenant Period, none of the Sellers or any of their respective subsidiaries shall (i) directly or indirectly serve as a consultant to any Restricted Personof the Sellers’, the date Buyer’s or any of their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in any effort or act to induce any of the customers, suppliers, associates or independent contractors of the Fastener Business, the Buyer or any of the Buyer’s Table of Contents subsidiaries to take any action or refrain from taking any action or inaction that could be reasonably be foreseen to be disadvantageous to the Fastener Business, the Buyer or the Buyer’s subsidiaries, including without limitation, the solicitation of any of such parties to cease doing business with the Fastener Business, the Buyer or the Buyer’s subsidiaries. Notwithstanding the foregoing, during the Covenant Period, none of the Sellers or any of their subsidiaries shall be prohibited from (i)(x) acquiring a person business if no more than 10% of its revenues are derived from activities that are competitive with the Fastener Business or group (y) acquiring a business if more than 10% of related persons its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such business within a reasonable period of time after it is acquired (but no later than 12 months after such acquisition) or (ii) engaging in the businesses operated by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Company and the APS division of ▇▇▇▇▇▇▇▇▇ Holding as such businesses are operated as of the Closing Date. (b) For a period of four years after the Effective Time, neither the Parent nor any of its subsidiaries shall solicit or rehire (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of a public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Purchase and Sale TransactionBuyer consents in writing to such solicitation or rehire, provided that the foregoing will not (i) prevent the Parent from soliciting or rehiring any such Fastener Business Employees after the termination of such employee’s employment by the Buyer or any of its subsidiaries, (yii) ownership prohibit the Parent from placing public advertisements or conducting any other form of less than 5% general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the outstanding stock Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that the foregoing will not (i) prevent the Buyer from soliciting or hiring any publicly-traded corporationsuch employee of the Parent after the termination of such employee’s employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (ziv) acquisition prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (c) It is the intention of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree to this Agreement that the covenant set forth provisions of this Section 5.10 shall be enforced to the fullest extent permissible under the Laws and public policies applied in Section 8X each jurisdiction in which enforcement is reasonable with respect to its duration, geographical area and scopesought. If the final judgment any particular provisions or portion of a court of competent jurisdiction declares that any term or provision of this Section 8X is 5.10 shall be adjudicated to be invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability this Section shall have the power to reduce the scope, duration or area of the term or provision, be deemed amended to delete specific words therefrom such provision or phrases, or portion adjudicated to replace any be invalid or unenforceable term or provision unenforceable; such amendment to apply only with a term or provision that respect to the operation of such Section in the particular jurisdiction in which such adjudication is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedmade.

Noncompetition. From Sellers recognize that Buyer's decision to enter into this Agreement is induced primarily because of the covenants and after assurances made by Sellers in this Agreement; that Sellers' covenant not to compete is necessary to ensure the Closingcontinuation of the business and the reputation of Buyer; and that irrevocable harm and damage will be done to Buyer if Sellers compete with Buyer within certain specified areas. Therefore, in consideration of the mutual covenants provided promises of Buyer in this Agreement, Sellers covenant and agree that during the term of the Management Services Agreement, and for herein but subject to a period of one (1) year after the limitations set forth termination or expiration of the Management Services Agreement, Sellers, through Existing Practice or individually, shall not directly or indirectly own, manage, operate, control, or be otherwise associated with, participate in the last sentence management or control of, be employed by, consult with, lend funds to, lend Sellers' or Existing Practice's name to, receive any remuneration from or maintain any interest whatsoever in any enterprise (i) having to do with the provision, distribution, marketing, promotion, or advertising of any type of management or administrative services or products to third parties in competition with the Buyer within ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any Parish in which Existing Practice provides medical services (the "Existing Practice Area") or (ii) offering any type of service(s) or product(s) to third parties similar to those offered by the Buyer in the Existing Practice Area. If Sellers breach any obligation of this Section 8XSection, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect in addition to any Restricted Personother remedies available under this Agreement, the date that a person at law or group of related persons (other than Madison Dearborn Capital Partners IVin equity, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power Buyer shall be entitled to vote in the election enforce this Agreement by injunctive relief and by specific performance of this Agreement, such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed relief to be taking an action in without the necessity of posting a bond, cash or otherwise. Sellers acknowledges the damages that would result from a violation of this Section 8X by virtue of its 11 would be Two Hundred Fifty Thousand Dollars ($250,000.00). Sellers shall pay to Buyer in cash this amount within thirty (30) days after Buyer notify Sellers that Sellers has breached this Section 11 or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as after a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scopefinal binding judgement. If the final judgment any provision of this restrictive covenant is held by a court of competent jurisdiction declares that any term to be unenforceable due to an excessive time period, geographic area, or provision of Section 8X is invalid or unenforceablerestricted activity, the parties agree that restrictive covenant shall be reformed to comply with the court making the determination of invalidity or unenforceability shall have the power to reduce the scopetime period, duration or area of the term or provision, to delete specific words or phrasesgeographic area, or to replace any invalid or unenforceable term or provision with a term or provision restricted activity that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall would be enforceable as so modified after the expiration of the time within which the judgment may be appealedheld enforceable.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on (a) The Seller agrees that from the Closing Date through sixty (60) months after the date thereof, neither it nor any of its Subsidiaries shall, independently or through any other Person: (i) engage anywhere in the United States and ending on Canada in any enterprise engaged in the earlier business of manufacturing, packaging, marketing, selling or otherwise distributing animal health products (the third anniversary "Restricted Business") (and, for the purpose of the Closing Date andclarity, with respect to any Restricted Personmarketing, the date that a person or group telemarketing, on-line services and other forms of related persons (other than Madison Dearborn Capital Partners IVmarketing, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person this activity shall be deemed to be taking conducted in any place where the mail, telephone communication, computer signal or other marketing medium is received); or (ii) acquire or own any interest in any entity engaged in a Restricted Business and which derives sales from the Restricted Business in an action amount greater than 20% of its total sales from all of its businesses (provided that the Seller or any of its Subsidiaries may hereafter acquire an interest in violation any enterprise engaged in a Restricted Business so long as the Seller causes, to the extent it can so cause, such enterprise to use reasonable commercial efforts to divest, as soon as reasonably practicable, a portion of its interest in such Restricted Business such that the 20% sales test set forth above would not be exceeded after such divestiture or, if the Seller cannot so cause, the Seller divests its interest in such entity as soon as reasonably practicable). (b) Anything to the contrary herein notwithstanding, in no event shall this Section 8X by virtue 6.20 prevent, or be deemed to prevent, the Seller or any Subsidiary of its or their the Seller from: (wi) engaging in Seller’s Other Businesses or activities reasonably related thereto, any business anywhere in the world outside the United States and Canada; (xii) ownership of Buyer Common Stock as a result of acquiring up to 10% (in the Purchase and Sale Transaction, (yaggregate) ownership of less than 5% of the outstanding common stock of any publicly-publicly traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) company engaged in a business Restricted Business; (iii) manufacturing, packaging, marketing, selling, distributing or otherwise using or licensing Novasome Technology and improvements thereto or other technology developed or acquired by the Seller or any of its Subsidiaries for use in products other than animal health products; (iv) exercising any of its rights or performing any of its obligations under the Supply Agreement; or (v) supplying (including the manufacture and packaging for) or licensing third parties with Novasome Technology (or products manufactured, formulated or otherwise made with or incorporating or containing Novasome Technology) for marketing, sale, distribution or other use by such third parties in products that competes with are not Technology Products in the Business. The parties hereto agree that Field. (c) With respect to the covenant restrictive covenants set forth in this Section 8X is 6.20, the Seller acknowledges and agrees that the restrictive covenants contained herein are reasonable with respect as to its durationtime, geographical scope and area and scope. If are not unduly burdensome on the final judgment of a court of competent jurisdiction declares that Seller or its Subsidiaries. (d) The restrictive covenants contained herein are in addition to any term rights the Buyer may have in law or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedat equity.

Noncompetition. From and (a) For a period of five (5) years after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations except as set forth in the last sentence of this Section 8Xfollowing paragraph, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andneither (i) Seller, with respect to nor (ii) any Restricted PersonShareholder, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not tofor any reason whatsoever, directly or indirectly, build and operate for itself or himself or on behalf of or in conjunction with any greenfield plants for other person, company, partnership, corporation or business of whatever kind or nature engage, as an officer, director, shareholder, owner, manager, shareholder, partner, joint venturer, lender or in any other capacity, whether as an employee, independent contractor, consultant, advisor, agent or otherwise, or as a sales representative, of any business in the production waste collection, transportation, transferring, recycling or disposal business that is located or operating within *** (the “Territory”). For purposes of uncoated free sheet paper or corrugated container boardthis Agreement, anywhere within Affiliates of Buyer are subsidiaries of WCA Waste Corporation. Provided, however, the United States; foregoing notwithstanding, the five (5) year non-compete period provided that no Restricted Person in this Section 5.2(a) shall be deemed four (4) years with respect to be taking an action the ownership, development, permitting and operation of the Land described in violation the Option Agreement. Notwithstanding the foregoing provisions of this Section 8X by virtue paragraph (a) Seller and the Shareholders may be a passive investor owning no more than five percent (5%) of the outstanding equity securities (including, but not limited to, debt or other obligations that are convertible into equity securities) of any corporation or other entity the equity securities of which are listed on a national securities exchange or traded on the NASDAQ National Market System and with which such persons have no other connection whatsoever. (b) For a period of *** after the Closing Date, neither Seller nor any Shareholder shall, and Seller and each Shareholder shall cause each of its or their his Affiliates to not, offer to employ any person who is, at that time, or who has been within one (w1) engaging year prior to that time, an employee of the Business, Buyer or any Affiliate of Buyer; provided, however this restriction shall not apply to a family member of either Shareholder, including an in-law, and/or a terminated employee provided such person is subject to the restriction in Seller’s Other Businesses Section 5.2(a). (c) For a period of *** after the Closing Date, neither Seller nor any Shareholder shall, and Seller and each Shareholder shall cause its or activities reasonably related theretohis Affiliates to not, (x) ownership engage or participate in any effort or act to solicit or induce any customer, supplier, associate, employee, sales or other agent, independent contractor or other person that has a business relationship with the Business, Buyer, or any Affiliate of Buyer Common Stock within the Territory, or which has been a customer, supplier, employee, sales or other agent, independent contractor, or other person in a business relationship with the Business, Buyer or any of Buyer’s Affiliates within the Territory within *** prior to that time, to discontinue such relationship with the Business, Buyer or Affiliate of Buyer. (d) Seller and Shareholders acknowledge that the damages that may be suffered by Buyer as a result of any breach of the provisions of this Section 5.2 may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, Buyer shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Section 5.2 or otherwise to specifically enforce any of the provisions hereof, and Buyer shall be obligated to post a bond or other security in seeking such relief in accordance with applicable law. This remedy is in addition to actual damages suffered by Buyer or its Affiliate and reasonable attorneys’ fees. (e) Seller and each Shareholder hereby acknowledge and agree that a part of the consideration for the agreements contained in this Section 5.2 is the aggregate of the direct and indirect benefits that the Seller and each of the Shareholders are receiving under this Agreement and the Option Agreement, including but not limited to the Purchase Price paid by Buyer. Seller and Sale Transactioneach Shareholder further acknowledge and agree that this Agreement contains reasonable limitations as to the time, (y) ownership geographical area, and scope of less activity to be restrained, and does not impose a greater restraint than 5% is necessary to protect the goodwill and other legitimate business interests of Buyer, the value of the outstanding stock of any publicly-traded corporationAssets and the Business acquired by Buyer. Therefore, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto Seller and each Shareholder agree that all restrictions are fairly compensated for and that no unreasonable restrictions exist. In the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a event that any court of competent jurisdiction declares finally determines that the time period, scope or the geographic area of any term covenant contained in this Section 5.2 is unreasonable or provision of Section 8X excessive and any such covenant is invalid or to that extent made unenforceable, the parties agree that the court making restrictions contained in this Section 5.2 shall remain in full force and effect for the determination of invalidity or unenforceability shall have greatest time period and scope and within the power to reduce the scope, duration or greatest geographic area as is permissible without rendering such covenant unenforceable. The parties intend that each of the term or provisioncovenants contained in Sections 5.2(a), (b), (c) and (d) shall be deemed to delete specific words or phrasesconstitute separate covenants. The parties further agree that the consideration paid to the Seller hereunder is paid for the benefit of each Shareholder, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing each Shareholder will derive substantial benefits therefrom and, therefore, the intention covenants contained in this Section 5.2 are binding upon each Shareholder. (f) All of the invalid or unenforceable term or provisioncovenants contained in this Section 5.2 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action of either Seller or any Shareholder against Buyer, whether predicated on this Agreement or otherwise, shall be enforceable as so modified after not constitute a defense to the expiration enforcement by Buyer of such covenants. (g) Seller and each Shareholder agree that the covenants contained in this Section 5.2 are a material and substantial part of this transaction. (h) Because of the time within difficulty of measuring economic losses as a result of the breach of the foregoing covenants, and because of the immediate and irreparable damage that would be caused for which it would have no other adequate remedy, Buyer, Seller and each Shareholder agrees that, in the judgment event of a breach by either of Seller or any Shareholder of any of the covenants contained in this Article 5, such covenant or covenants may be appealedenforced against Seller and each Shareholder by injunctions and restraining orders, as aforesaid.

Noncompetition. From and after the Closing, in In consideration of the mutual covenants -------------- provided for herein but subject to the limitations set forth in Sellers at the last sentence of this Section 8XClosing, during the period beginning on the Closing Date and ending on the earlier of the third second anniversary of the Closing Date and(the Noncompete Period"), with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% none of the ordinary voting power entitled to vote in Sellers (and none of the election beneficiaries of such Restricted Person’s board of directors or managers ------------------ any Seller that is a trust) (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”"Noncompeting Parties") shall -------------------- engage, and each of the Sellers shall cause the Noncompeting Parties that are not tothemselves Sellers to not engage, (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) directly or indirectlyindirectly in any business that the Company or any of its Subsidiaries conducts or proposes to conduct as of the Closing Date in any of the Louisiana parishes listed on the Noncompete Schedule attached hereto or in ------------------- any other geographic area outside of Louisiana in which the Company or any of its Subsidiaries conducts its business as of the Closing Date, build and operate except as expressly permitted under any greenfield plants for employment agreement with the production of uncoated free sheet paper or corrugated container board, anywhere within Company executed at the United StatesClosing as contemplated hereunder; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 52% of the outstanding stock of any publicly-traded corporation, or (z) acquisition corporation shall not be deemed to be engaging solely by reason thereof in any of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessits businesses. The parties hereto agree that the covenant set forth in this Section 8X 10.12 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8X 10.12(a) is invalid or unenforceable, the parties Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.. As further consideration for the obligations of the Sellers pursuant to this Section 10.12, the Purchaser shall pay to the Sellers $200,000 in cash on the Closing Date, allocated among the Sellers in accordance with the Schedule of Members (the "Noncompete Payment"). ------------------- ------------------

Noncompetition. From As a condition to, and after the Closing, in consideration of, the Company's granting to the Optionee the New Option to acquire securities of the mutual covenants provided for herein but subject Company, and giving the Optionee access to certain confidential and proprietary information, as well as special training and knowledge, which the Optionee recognizes is valuable to the limitations set forth in Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the last sentence provisions of this Section 8X4 as applied to the Optionee and all other optionholders similarly situated to the Optionee, during the Optionee hereby agrees as follows: (a) For "a reasonable period beginning on the Closing Date and ending on the earlier of time" after termination of the third anniversary of Optionee's employment with the Closing Date and, with respect to any Restricted PersonCompany and within "a reasonable territory," defined in Sections 4(b) and 4(c), the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) Optionee will not tofor any reason, directly or indirectly, build by any means or device, for himself or on behalf of or in conjunction with any person, partnership or corporation (i) compete with the Company in the development or marketing of systems-management and/or security-management software products which manage distributed client/server networks operating in the Microsoft Windows NT, Novell NetWare, or UNIX (including without limitation LINUX) environments, (ii) solicit any customers of the Company to purchase the products or services which, as of the date of such termination, would compete directly or indirectly, with those which were offered by the Company or were reasonably foreseeable to be offered by the Company during such period of time or (iii) work on or develop, directly or indirectly, for any competitor of the Company any programs or software similar to those upon which the Optionee worked or assisted during the Optionee's employment with the Company. The aforementioned period of time specified in this paragraph will not run during any period when the Optionee is committing any act prohibited by this Agreement. (b) As used in this Agreement, "a reasonable period of time" means one year, except as otherwise provided herein. If the Optionee violates the covenants set forth in Section 4(a), and operate any greenfield plants the Company brings a legal action for injunctive or other relief, the production Company shall not be deprived of uncoated free sheet paper or corrugated container boardthe benefit of the full reasonable period of time. Accordingly, anywhere within the United States; provided that no Restricted Person covenants set forth in the preceding paragraph shall be deemed to have a duration of the reasonable period of time, with such period commencing upon the later of (i) the termination of the Optionee's employment with the Company and (ii) if the Company brings a action to enforce the covenants contained in Section 4(a), the date of entry by a court of competent jurisdiction of a final judgment enforcing such covenants. 4 OPTIONEE: RIC▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - 1,650,000 SHARES (c) As used in this Agreement, "a reasonable territory", in view of the international nature of the markets in which the Company competes, means the United States of America and any foreign market in which the Company's products are sold or are reasonably foreseeable to be taking an action sold during the reasonable period of time. (d) The covenants set forth in violation Section 4(a) will accrue to the benefit of the Company, regardless of the reason(s) for the termination of the Optionee's employment with the Company, provided, however, that in the event of termination following a Change of Control or for Good Reason, the term "reasonable period of time" will mean six (6) months. (e) The Optionee acknowledges that the obligations of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably Agreement are directly related thereto, (x) ownership of Buyer Common Stock as a result to the grant of the Purchase New Option by the Company and Sale Transactionare necessary to protect the Company's legitimate business interests. The Optionee acknowledges that the Company's need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (yii) the fact that the Optionee will be personally entrusted with the Company's confidential and proprietary information; (iii) the fact that, after having access to the Company's technology and other confidential information, the Optionee could become a competitor of the Company; and (iv) the highly competitive nature of the Company's industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information. (f) Notwithstanding the foregoing, the Optionee may acquire an ownership interest, directly or indirectly, of less not more than 5% of the outstanding stock securities of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) corporation which is engaged in a business that competes competitive with the Business. The parties hereto agree Company and which is listed on any recognized securities exchange or traded in the over the counter market in the United States; provided, that the covenant set forth in Section 8X such investment is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court totally passive nature and does not involve the Optionee devoting time to the management or operations of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedsuch corporation.

Noncompetition. From (a) Consultant expressly covenants and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8Xagrees that Consultant will not, during the Term and for a period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons one (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof1) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not toyear thereafter, directly or indirectly, build and operate as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any greenfield plants for 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 production design, development, marketing, installation or support of uncoated free sheet paper warehouse management systems or corrugated container board, anywhere within other computer integrated or turnkey systems or any business which provides products or services which are directly competitive with the Company’s products or services as they exist on the date of this Agreement in the United States; provided provided, however, that no Restricted Person shall be deemed 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 be taking an action in violation exceed at any one time three percent (3%) of this Section 8X by virtue any class of its stock or their securities of such company. (wb) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result If any portion of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant restrictions set forth in Section 8X is reasonable with respect to its durationparagraph (a) should, geographical area and scope. If the final judgment of for any reason whatsoever, be declared invalid by a court of competent jurisdiction 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 term such territorial or provision time limitation is deemed to be unreasonable by a court of Section 8X is invalid competent jurisdiction, Consultant agrees to the reduction of either said territorial or unenforceable, the parties agree that the time limitation to such area or period which said court making the determination of invalidity or unenforceability shall have deemed reasonable. (d) The existence of any claim or cause of action by Consultant against the power to reduce the scope, duration Company or area any subsidiary of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and Company other than under this Agreement shall be enforceable as so modified after not constitute a defense to the expiration enforcement by the Company or any such subsidiary of the time within which foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) Subject to the judgment may be appealedforegoing, nothing in this Agreement shall prevent Consultant from accepting any employment or consulting engagements of any kind or from otherwise accepting any business opportunity.

Noncompetition. (a) From and after the ClosingEffective Time, in consideration of until the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third fourth anniversary of the Closing Date and(the "Covenant Period"), each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in the world (i) directly or indirectly engage in the Fastener Business, or (ii) directly or indirectly invest in, manage, consult with, operate, participate in or control as a partner, stockholder or consultant, or otherwise have an equity interest exceeding five percent in, any Person that competes with respect the Fastener Business (the "Noncompetition Agreement"). Without limiting the foregoing, during the Covenant Period, none of the Sellers or any of their respective subsidiaries shall (i) directly or indirectly serve as a consultant to any Restricted Personof the Sellers', the date Buyer's or any of their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in any effort or act to induce any of the customers, suppliers, associates or independent contractors of the Fastener Business, the Buyer or any of the Buyer's subsidiaries to take any action or refrain from taking any action or inaction that could be reasonably be foreseen to be disadvantageous to the Fastener Business, the Buyer or the Buyer's subsidiaries, including without limitation, the solicitation of any of such parties to cease doing business with the Fastener Business, the Buyer or the Buyer's subsidiaries. Notwithstanding the foregoing, during the Covenant Period, none of the Sellers or any of their subsidiaries shall be prohibited from (i)(x) acquiring a person business if no more than 10% of its revenues are derived from activities that are competitive with the Fastener Business or group (y) acquiring a business if more than 10% of related persons its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such business within a reasonable period of time after it is acquired (but no later than 12 months after such acquisition) or (ii) engaging in the businesses operated by F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Company and the APS division of F▇▇▇▇▇▇▇▇ Holding as such businesses are operated as of the Closing Date. (b) For a period of four years after the Effective Time, neither the Parent nor any of its subsidiaries shall solicit or rehire (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of a public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Purchase and Sale TransactionBuyer consents in writing to such solicitation or rehire, provided that the foregoing will not (i) prevent the Parent from soliciting or rehiring any such Fastener Business Employees after the termination of such employee's employment by the Buyer or any of its subsidiaries, (yii) ownership prohibit the Parent from placing public advertisements or conducting any other form of less than 5% general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the outstanding stock Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that the foregoing will not (i) prevent the Buyer from soliciting or hiring any publicly-traded corporationsuch employee of the Parent after the termination of such employee's employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (ziv) acquisition prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (c) It is the intention of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree to this Agreement that the covenant set forth provisions of this Section 5.10 shall be enforced to the fullest extent permissible under the Laws and public policies applied in Section 8X each jurisdiction in which enforcement is reasonable with respect to its duration, geographical area and scopesought. If the final judgment any particular provisions or portion of a court of competent jurisdiction declares that any term or provision of this Section 8X is 5.10 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the parties agree operation of such Section in the particular jurisdiction in which such adjudication is made. (d) Each of the Sellers acknowledges that the court making Buyer would be irreparably harmed by any breach of this Section 5.10 and that there would be no adequate remedy at Law or in damages to compensate the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area Buyer for any such breach. Each of the term or provision, Sellers agrees that the Buyer shall be entitled to delete injunctive relief requiring specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention performance by each of the invalid or unenforceable term or provisionSellers of this Section 5.10, and this Agreement shall be enforceable as so modified after such Sellers consent to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From and Neither the Seller, SBMM, nor any of their controlled Affiliates will, without the prior written consent of the Buyer, (a) for a period of five years after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not toDate, directly or indirectly, build anywhere in Japan engage in any promotional enterprise or activity which competes with the business as now conducted by SB Forums or any other trade show, conference or similar business hereafter conducted by Buyer (the "Prohibited Operations"), or directly or indirectly employ, engage, contract for or solicit the services in any capacity of any person who is employed by Seller in the operation of the SB Forums' business on the date hereof; or (b) use for its own benefit or divulge or convey to any third party, any confidential information relating to the SB Forums' business, including, without limitation, exhibitor, advertiser, customer, attendee and operate any greenfield plants for supplier lists, formulae, trade know-how, secrets, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the production operation of uncoated free sheet paper the Business not in the public domain or corrugated container boardotherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as neither the Seller nor its affiliates directly or indirectly cause such information to enter the public domain. Notwithstanding the foregoing, anywhere within Seller's continuing ownership interest in the United States; provided that no Restricted Person KME Parent shall not be deemed to be taking an action in a violation of this provision. The Seller acknowledges that the restrictions contained in this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result 11 are reasonable and necessary to protect the legitimate interests of the Purchase Buyer and Sale Transactionwere necessary to induce the Buyer to enter into this Agreement, (y) ownership of less than 5% of and that any breach by the outstanding stock Seller of any publicly-traded corporationprovision hereof will result in irreparable injury to the Buyer. The Seller acknowledges that, in addition to all remedies available at law, the Buyer shall be entitled to equitable relief (without the necessity of posting any bond), including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, whether or not foreseeable or known to Seller, arising from such breach as may be appropriate. In the event that any court or other body of competent jurisdiction determines that the duration, geographic scope, or (z) acquisition both, of any Person (whether by asset purchasethis Section 11 are unreasonable and that such provision is to that extent unenforceable, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that this Section 11 shall remain in full force and effect for the covenant set forth greatest time period and in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares greatest areas that any term or provision of Section 8X is invalid or would not render it unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition. From (a) Executive agrees that while employed by the Company and after for a three year period following the Closingtermination of such employment, in consideration Executive will not, without the prior written consent of the mutual covenants Board of Directors of the Company, directly or indirectly: (i) own, manage, operate, control or participate in, or be associated with as a director, officer, shareholder, partner, joint venture, employee, consultant or otherwise, any business which provides medical transcription services or any other services provided or performed by the Company during the term of Executive's employment, which compete, directly or indirectly, with the Company in any city or other geographic area where any business is carried on by the Company or any of its subsidiaries within the twelve month period immediately preceding the termination of his employment (a "Prohibited Business"); (ii) become financially interested in any person or entity engaged in any such Prohibited Business; (iii) employ or solicit any employee of the Company either to work for herein but subject him personally or on behalf of any other person or entity whether or not engaged in a Prohibited Business; or (iv) solicit any client or customer of the Company with which Executive had substantial contact or oversight responsibility within the twelve month period immediately preceding the termination of his employment for the provision of services constituting a Prohibited Business. Notwithstanding the foregoing, Executive shall not be deemed to be engaged in a Prohibited Business solely by reason of his ownership of not more than 5% of any class of securities registered under the Securities Act of 1933, as amended, even if the issuer of such class of securities is engaged in a Prohibited Business. (b) In connection with the foregoing provisions of this Section 3, the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood The Executive further agrees that the limitations set forth in this Section 3 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the last sentence adequate protection of the businesses of the Company and its subsidiaries. It is understood and agreed that the covenants made by the Executive in this Section 3 shall survive the expiration or termination of this Agreement (c) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date 3 would be inadequate and, with respect therefore, the Executive agrees that the Company and any of its subsidiaries shall be entitled to seek injunctive relief in addition to any Restricted Personother available nights and remedies in cases of any such breach or threatened breach; provided, the date however, that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person nothing contained herein shall be deemed to be taking an action in violation of this Section 8X by virtue construed as prohibiting the Company or any of its subsidiaries from pursuing any other rights and remedies available for any such breach or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedthreatened breach.

Noncompetition. From The Employee agrees to the following restrictions on him during the term of this Agreement and after thereafter: (a) The Employee agrees that he will not, at any time during the Closingterm of this Agreement or any oral or written extension thereof or during the six-month period following the termination of his employment participate in any capacity with any business of whatever form if in such capacity he personally engages in any business activity which is the same as, similar to, or in consideration any manner competitive with, the business now or hereafter engaged in by the Employer or any of its related entities in any county in any state in which the Employer or any of its related entities has a member store either on the date hereof or on the date of the mutual covenants provided Employee's termination of employment. (b) The position of the Employee will place him in close contact with many confidential affairs of the Employer and its related entities including matters of a business nature such as information about costs, profits, markets, sales, trade secrets, potential patents and other business ideas, customer lists, plans for herein but subject future developments and other information not known to the limitations set forth businesses in the last sentence same lines of this Section 8X, during business as the period beginning on the Closing Date Employer and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of its related persons entities and other proprietary rights (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” andhereinafter, collectively, "Confidential Matters"). The Employee agrees at all times hereafter to protect from damage or destruction and keep secret all Confidential Matters of the “Restricted Persons”) Employer and its related entities and not toto disclose them in any manner whatsoever to anyone, directly or indirectlyotherwise use them or use his knowledge of the knowhow, build sales techniques, sales operation, customer lists, trade names or trade marks and operate other valuable intangible assets of the Employer or any greenfield plants for of its related entities, except with the production Employer's prior written consent, or as required by an Order of uncoated free sheet paper a federal or corrugated container board, anywhere within state governmental agency or a court. The Employer acknowledges that the United States; provided that no Restricted Person shall be deemed to be taking an action in violation purpose of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoprovision is not to preclude the Employee from obtaining employment with another employer, (x) ownership of Buyer Common Stock as a result but is to prohibit the use of the Purchase and Sale Transaction, Confidential Matters to the Employer's detriment. (yc) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that any disputes arising out of paragraph 12(a) and/or paragraph 12(b) shall be referred to binding arbitration using a single arbitrator in accordance with the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area then current rules of the term or provisionAmerican Arbitration Association, and the parties further agree that, subject to delete specific words or phrasesfactors beyond the reasonable control of either party, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention decision of the invalid or unenforceable term or provision, and this Agreement arbitrator shall be enforceable as so modified binding upon both parties and completed within ninety (90) days after it is initiated. The arbitrator shall also determine which party or parties shall bear the expiration cost of the time within which the judgment may be appealedarbitration.

Noncompetition. From (a) The Parent and the Sellers -------------- agree that after the ClosingClosing the Buyer, in consideration the Companies and their Subsidiaries shall be entitled to the goodwill and going concern value of the mutual covenants provided for herein but subject business of the Companies and their Subsidiaries and to protect and preserve the same to the limitations set forth in maximum extent permitted by law. The Parent and the last sentence Sellers also acknowledge that their management contributions to the business of the Companies and their Subsidiaries have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Companies or their Subsidiaries. For these and other reasons and as an inducement to the Buyer to enter into this Section 8XAgreement, during the Parent and the Sellers each agrees that for a period beginning on of three years after the Closing Date and ending on neither the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Parent nor either Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not towill, directly or indirectly, build and operate any greenfield plants for its own benefit or as agent for another carry on or participate in the production ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services (in the same lines of uncoated free sheet paper business in which the Companies or corrugated container boardits Subsidiaries are in as of the Closing Date) to, anywhere within the United States; provided that no Restricted Person shall be deemed or allow its name or reputation to be taking an action used in violation of this Section 8X or by virtue of its any other present or future business enterprise that competes with the Buyer or the Companies or their (w) Subsidiaries in activities in which any of the Companies or their Subsidiaries is engaged as of the Closing Date; provided, however, that nothing herein shall prohibit the Parent and the -------- ------- Sellers and their Subsidiaries other than the Companies and their Subsidiaries from engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock any businesses in which they are involved in as a result of the Purchase Closing Date or from providing information technology services to the financial industry. (b) Nothing contained herein shall limit the right of the Parent or either Seller as an investor to hold and Sale Transactionmake investments in securities of any corporation or limited partnership that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, (y) ownership provided the equity interest of less than the Parent and the Sellers therein in the aggregate does not exceed 5% of the outstanding stock of any publicly-traded corporation, shares or interests in such corporation or partnership. (zc) acquisition of any Person (whether If this Section 4.14 is more restrictive than permitted by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area Laws of the term or provisionjurisdiction in which the Buyer seeks enforcement hereof, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement Section 4.14 shall be enforceable as so modified after limited to the expiration of the time within which the judgment may be appealedextent required to permit enforcement under such Laws.

Noncompetition. From and after the Closing, in (a) In consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence execution of this Section 8XAgreement, the Executive’s continued employment with the Company Group and the benefits provided herein, the Executive agrees that during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall notTerm, and shall cause its Subsidiaries for a period of four (each a “Restricted Person” and, collectively, 4) years thereafter (the “Restricted PersonsPeriod”) ), absent the Company’s prior written approval, he shall not to(as principal, agent, employee, consultant or otherwise), directly or indirectly, build engage in activities with, or render services to, any business engaged or about to become engaged in the business of producing or distributing projection and operate any greenfield plants sound systems or films for large screen theaters, designing or supplying motion simulation theaters, producing or distributing films for movie rides (collectively, “Competitive Business”); provided, however, that, notwithstanding the production foregoing, the Executive may (i) have equity interests in companies engaged in a Competitive Business so long as he is not employed by and does not consult with such companies in areas related to the Competitive Business, (ii) render consulting services to or be employed by a company engaged in a Competitive Business so long as he is not employed in, or rendering services related to, the Competitive Business of uncoated free sheet paper such company or corrugated container board(iii) perform usual investment banking services for a company engaged in a Competitive Business. (b) Without intending to limit the remedies available to the Company Group, anywhere within the United States; provided Executive agrees that a breach of this Section 6 may result in material and irreparable injury to the Company for which there is no Restricted Person adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be deemed entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be taking an action required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company in lieu of, or prior to or pending determination in, any arbitration proceeding. (c) In addition to the remedies the Company may seek and obtain pursuant to this Section 6, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over him to have been in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth covenants contained in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment 6 of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedAgreement.

Noncompetition. From and after the Closing, in consideration of the mutual (a) Employee covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, that at all times during the period beginning on of his employment and for a period of one year immediately following the Closing Date and ending on termination thereof for any reason, he will not, without the earlier prior written consent of the third anniversary Company, which consent shall not be unreasonably withheld, for a period of the Closing Date andone year following his date of termination, either individually or in partnership or jointly or in conjunction with respect to any Restricted Personperson as principal, the date that a person or group of related persons agent, employee, shareholder (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities by way of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote holding shares listed on a stock exchange in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) number not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% exceeding five percent of the outstanding stock class or series of shares so listed) or in any publicly-traded corporationother manner whatsoever carry on, be engaged in, be concerned with or be interested in, or (z) acquisition advise, lend money to, guarantee the debts or obligations of or permit his name or any Person (whether by asset purchasepart thereof to be used or employed by, stock purchase, merger or otherwise) any person engaged in a or concerned with or interested in, any business that competes in competition with the Business. The business carried on by Company or any of its subsidiaries or affiliates. (b) Employee hereby covenants and agrees that, at all times during the period of his employment and for a period of one year immediately following the termination thereof for any reason, Employee shall not employ or seek to employ any person employed at that time by Company or any of its subsidiaries or its affiliates who is engaged in or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates, or otherwise encourage or entice such person to leave such employment. (c) Employee hereby covenants and agrees that to the extent that he receives compensation or benefits from other employment, the payments to be made and the benefits to be provided by the Company shall, to the extent permitted under applicable law, be correspondingly reduced, if such compensation or benefits are earned through competing activity as defined in this Section 7. (d) It is the intention of the parties hereto agree that the covenant set forth restrictions contained in this Section 8X is reasonable with respect 7 be enforceable to its durationthe fullest extent permitted by applicable law. Therefore, geographical area and scope. If to the final judgment of a extent any court of competent jurisdiction declares shall determine that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area portion of the term foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or provision, revised only to delete specific words or phrases, or the extent necessary to replace any invalid or unenforceable term or provision with a term or provision make it enforceable. (e) Employee confirms that is all restrictions in this Section 7 are reasonable and valid and enforceable and that comes closest all defenses to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedstrict enforcement thereof by Company are hereby waived by Employee.

Noncompetition. From and after (a) Stockholder acknowledges that this Section 6.02 is entered into in connection with the Closing, in consideration sale of the mutual covenants provided for herein but subject Stock. Stockholder also acknowledges that the nature of the business of CPI and the Company is not confined by geography and that current technology and business and communications methods enable and will enable CPI and the Company to offer services, conduct business, make contacts with customers, potential customers, vendors, potential vendors, fellow employees, and other Persons having business dealings with CPI and the Company without regard to geographic location. Accordingly, and as a material inducement to CPI to purchase the Stock and to enter into this Agreement, Stockholder agrees to the limitations set forth in the last sentence provisions of this Section 8X6.02. (b) Stockholder covenants and agrees, during for a period beginning on the Closing and ending on the first anniversary of the Closing (the "Section 6.02(b) Applicable Date"), except with the prior written consent of CPI, Stockholder will not engage, directly or indirectly (whether as owner, partner, stockholder, investor (except that he or she may beneficially own less than 3% of the common equity of a publicly traded company), employee, advisor, consultant, contracting party, or referring source, or otherwise), in any business that is similar to or in competition with the business conducted by the Company or CPI at any time prior to the Section 6.02(b) Applicable Date, including, but not limited to, the distribution of sporting goods equipment, in any county or similar jurisdiction in the United States of America (the "Protection Area"). In addition, and without limiting the generality of the foregoing, Stockholder agrees for a period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andSection 6.02(b) Applicable Date, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall he will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, without the “Restricted Persons”) not toprior express written consent of CPI, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper solicit, attempt to solicit, or corrugated container board, anywhere accept within the United States; provided Protection Area any business or employment from any Person that no Restricted such Stockholder or the Company called upon, solicited, or conducted business with as of or prior to the Section 6.02(b) Applicable Date, or recruit or hire, attempt to or assist in any attempt to, recruit or hire, or discuss employment or hiring with any Person shall who was or is an employee of the Company or CPI. (c) Stockholder's obligations under this Section 6.02 may not be deemed to be taking an action enforced by CPI if (i) the Subsequent Payment or any other payment due under Section 3.02 or Section 3.03 is not paid when due and such default continues for five days thereafter and (ii) Stockholder is not already in violation breach of this Section 8X by virtue of its 6.02 or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock breach of any publicly-traded corporation, or other material provision of this Agreement. (zd) acquisition If any provision of this Section 6.02 should be found by any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares to be unreasonable by reason of its being too broad as to the period of time, territory, and/or scope, then, and in that any term or event, such provision will nevertheless remain valid and fully effective, but will be considered to be amended so that the period of Section 8X is invalid or unenforceabletime, territory, and/or scope set forth will be changed to be the maximum period of time, the parties agree that largest territory, and/or the court making the determination of invalidity or unenforceability shall have the power to reduce the broadest scope, duration or area of as the term or provisioncase may be, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid which would be found reasonable and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedby such court.

Noncompetition. From and after the Closing, in consideration (a) Seller agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on three full years from the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller it shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) Affiliates not to: (i) engage in, either directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationprincipal or for its own account or solely or jointly with others, or (z) acquisition of as an equity holder in any Person (whether by asset purchasePerson, stock purchasemanage, merger operate, participate in or otherwise) engaged in a lend money or render financial assistance to, any business that competes with the Business. The parties hereto agree fiber optics test equipment business conducted worldwide by the Companies and the Subsidiaries as it exists on the Closing Date addressing the measureands listed on Schedule 5.04(a)(i) in the following markets: Production and Lab Measurement for Optical Fiber and Optical Fiber Cable Manufacturing, Optical Time Domain Reflectometers, Optical Spectrum Analysis, Fiber Preparation Tools, and Distributed Temperature Sensing Systems (the "RESTRICTED ACTIVITIES"); PROVIDED that the covenant set forth foregoing restriction (x) shall bind only Seller and its Subsidiaries in the event that more than 50% of Seller's common stock is acquired by any Person and (y) shall not prohibit Seller or any of its Affiliates from becoming an equity holder of any Person whose total revenue from all Restricted Activities in its most recent fiscal year did not exceed 50% of such Person's consolidated revenue for such period; or (ii) employ or solicit, or receive or accept the performance of services by any current employee of any of GN Nettest, its Affiliates, the Companies or any Subsidiary (excluding employees who have been laid off or terminated by such employer). (b) If any provision contained in this Section 8X shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is reasonable with respect the intention of the parties that if any of the restrictions or covenants contained herein is held to its durationcover a geographic area or to be for a length of time which is not permitted by applicable law, geographical area or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and scope. If of no effect, but to the final judgment of extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceableto provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Seller acknowledges that GN Nettest and Buyers would be irreparably harmed by any breach of this Section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate GN Nettest and Buyers for any such breach. Seller agrees that GN Nettest and Buyers shall be entitled to injunctive relief requiring specific performance by Seller of the invalid or unenforceable term or provisionthis Section, and Seller consents to the entry thereof. (c) In consideration of Seller agreeing to the provisions of this Agreement shall be enforceable as so modified after Section, at the expiration Closing, GN-US is paying to Seller the sum of $1,900,000 in respect of Seller's undertakings in relation to the time within which United States (the judgment may be appealed"US NONCOMPETE CONSIDERATION") and GN-UK is paying to Seller the sum of $100,000 in respect of Seller's undertakings in relation to Europe (the "UK NONCOMPETE CONSIDERATION") in the manner provided in Section 2.02.

Noncompetition. From and after the Closing, Except as otherwise consented to or approved in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Personwriting by Buyer, the Seller and the Shareholder agree that for a period of 60 months following the date that a person or group of related persons hereof, such party will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall will cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ not to), directly or indirectly, build acting alone or as a member of a partnership or a 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 the Acquired Business in the states of West Virginia, Michigan , Indiana and operate any greenfield plants other state that directly borders West Virginia; (ii) request any present customers or suppliers of the Seller to curtail or cancel their business with Buyer (or Buyer=s affiliates); (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of Buyer (or Buyer=s affiliates) or of the Seller or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of Buyer (or Buyer=s affiliates) to terminate his employment. The Seller and the Shareholder agree that if either the length of time or geographical as set forth in this Section 3.1 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to 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 Seller and the Shareholder may have under the laws of any state requiring a corporation selling its assets (or a shareholder of such corporation) to limit its activities so that the goodwill and business relations being transferred with such assets will not be materially impaired. The Seller and the Shareholder further agree and acknowledge that Buyer does not have any adequate remedy at law for the production breach or threatened breach by the Seller or the Shareholder of uncoated free sheet paper the covenants contained in this Section 3.1, and agree that Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin the Seller or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation Shareholder from such breach or threatened breach. If any provisions of this Section 8X by virtue of its 3.1 are held to be invalid or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoagainst public policy, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessremaining provisions shall not be affected thereby. The parties hereto agree Seller and the Shareholder acknowledge that the covenant covenants set forth in this Section 8X is reasonable with respect to its duration3.1 are being executed and delivered by such party in consideration of the covenants of Buyer contained in this Agreement, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceablefor other good and valuable consideration, the parties agree that the court making the determination receipt of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that which is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhereby acknowledged.

Noncompetition. From and (a) Each Seller agrees that for a period of five full years after the ClosingClosing Date, in consideration neither it nor any of the mutual covenants provided for herein but subject to the limitations set forth its Affiliates shall engage anywhere in the last sentence of this Section 8Xworld, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate as a principal or for its own account or solely or jointly with others, or as a stockholder in any greenfield plants for corporation or joint stock association, in the production manufacture and/or sale or cardiac arrhythmia devices in competition with the products of uncoated free sheet paper or corrugated container board, anywhere within the United StatesBusiness (a "Competing Business"); provided that no Restricted Person nothing herein shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, prohibit (x) the acquisition or ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than up to 5% of the outstanding stock voting securities of any publicly-traded corporationcorporation or other person which is publicly owned or (y) the ownership and disposition of the Excluded Assets. (b) Each Seller agrees that for a period of two years after the Closing Date, it will not employ any Transferred Employee without Buyer's written consent, except that this section shall not apply to any such employee whose employment has been terminated by Buyer (or any affiliate of Buyer), or to the retention of the Consultants pursuant to the Consulting Agreements. (zc) acquisition If any provision contained in this section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any Person (whether of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by asset purchaseapplicable law, stock purchaseor in any way construed to be too broad or to any extent invalid, merger such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its durationenforceable under applicable law, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term shall construe and interpret or provision of Section 8X is invalid or unenforceablereform this section to provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable law. Each Seller acknowledges that Buyer would be irreparably harmed by any breach of this section and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Buyer for any such breach. Each Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by it of the invalid or unenforceable term or provisionthis section, and this Agreement shall be enforceable as so modified after each Seller consents to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From and after Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in consideration order to preserve the goodwill associated with the Business being acquired pursuant to this Agreement, Seller covenants and agrees that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on seven (7) years from the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall it will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate in any greenfield plants part of the Territory, unless authorized by Buyer in writing: (i) engage in, continue in or carry on any business which competes with the Business; (ii) design, develop, manufacture, assemble, process, distribute, market or sell any Covered Products; (iii) solicit orders from or seek or propose to do business with any customer or supplier of the Company relating to Covered Products; (iv) hire or solicit to hire any person who, at any time during the two (2) years following the Closing Date, has been an employee of Buyer or its Affiliates engaged in the Business, without the prior consent of Buyer, until such person has been separated from employment by the Buyer for at least 180 days; provided, however, that the production of uncoated free sheet paper or corrugated container board, anywhere within foregoing shall not prohibit the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as securities of corporations which are listed on a result of national securities exchange or traded in the Purchase and Sale Transaction, (y) ownership of less than national over-the-counter market in an amount which shall not exceed 5% of the outstanding stock shares of any publicly-traded such corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scopebusiness or the Purchased Assets being acquired by Buyer hereunder. If In the final judgment of event a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree determines that the court making provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the determination remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provisionany person, to delete specific words or phrasesbe modified, or amended and/or limited, but only to replace any invalid or unenforceable term or provision with a term or provision that is the extent necessary to render the same valid and enforceable and that comes closest in such jurisdiction. Notwithstanding the foregoing, in the event any provision of this Agreement is found to expressing the intention of the invalid be void or unenforceable term or provisionby a court of competent jurisdiction, and the remaining provisions of this Agreement shall nevertheless be enforceable binding upon the parties hereto with the same effect as so modified after though the expiration of the time within which the judgment may be appealedvoid or unenforceable part had not been severed or deleted.

Noncompetition. From and Until one (1) year after the Closingtermination of Employee's employment hereunder, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Employee will not (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, engage directly or indirectly, build alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the acquisition and operate any greenfield plants for consolidation of medical practices which were either conducted by the production Company at the time of uncoated free sheet paper Employee's termination or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed "Proposed to be taking an action in violation Conducted" (as defined herein) by the Company at the time of this Section 8X by virtue of its or their such termination (w) engaging in Seller’s Other Businesses or activities reasonably related theretothe "Designated Industry"), (xii) ownership of Buyer Common Stock as a result divert to any competitor of the Purchase and Sale TransactionCompany in the Designated Industry any customer of Employee, or (yiii) ownership solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the outstanding common stock of any publicly-publicly traded corporation, corporation conducting business activities in the Designated Industry or (zii) acquisition serving as an officer, director, stockholder or employee of any Person (whether by asset purchase, stock purchase, merger or otherwise) an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall include those business activities which are the subject of a formal, written business that competes with plan approved by the BusinessBoard of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. The parties hereto agree that Employee will continue to be bound by the covenant set forth in provisions of this Section 8X is reasonable 9 until their expiration and will not be entitled to any compensation from the Company with respect to its duration, geographical area and scopethereto. If at any time the final judgment provisions of a court of competent jurisdiction declares that any term or provision of this Section 8X is 9 are determined to be invalid or unenforceable, the parties agree that the court making the determination by reason of invalidity being vague or unenforceability shall have the power unreasonable as to reduce the scopearea, duration or area scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term court or provision, to delete specific words or phrases, or to replace other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedhad not been included herein.

Noncompetition. From In consideration of the purchase by the Buyer of the Common Stock and after good will of the Closing, in consideration Company and of the mutual covenants provided for herein but to each Significant Seller (other than ARAMARK Organizational Services, Inc., successor by merger to ARAMARK Health & Education Services, Inc. ("Aramark")) and each Individual Covenantor (collectively, the "Covenantors"), except as otherwise agreed by the Buyer, each Significant Seller (other than Aramark) agrees to not engage and agrees to cause Holdings and its Subsidiaries to not engage and each Individual Covenantor agrees to not engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative, or otherwise) directly or indirectly in the Military Line of Business during the Noncompete Period applicable thereto or in the Non-Military Line of Business during the Noncompete Period applicable thereto. Notwithstanding anything to the contrary herein, the provisions of this Section 12.1(a) and the provisions of Section 12.1(b) shall be subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier following limitations: (i) such Sections shall not apply to any Affiliates of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Significant Sellers (other than Madison Dearborn Capital Partners IVAramark and Holdings and its Subsidiaries and the Individual Covenantors); (ii) if Holdings or its Subsidiaries are acquired by a third party, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities the provisions of such Restricted Person that represent more than 50% of Sections shall not apply to such third party (but shall continue to apply to the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers acquired Persons); (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (yiii) ownership of less than 5% of the outstanding stock of any publicly-publicly traded corporation, corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; and (iv) no Person shall be deemed to be in breach of such Sections solely as a result of owning a direct or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged indirect interest in a business that competes with whose other owner engages in the Businessactivities prohibited hereunder. The parties hereto agree that that, if the covenant set forth in this Section 8X 12 is reasonable with respect determined to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is be invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Notwithstanding anything herein to the contrary, the Sellers and their Affiliates and the Holdings and its Subsidiaries may continue to engage in or to pursue healthcare business operations in military penal facilities and in community hospitals where such business is, or is part of, the delivery of correctional healthcare, behavioral or substance abuse treatment.

Noncompetition. From (a) Executive recognizes that the Company's willingness to enter into this Agreement is based in material part on Executive's agreement to the provisions of this paragraph 9 and after the Closing, in consideration that Executive's breach of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence provisions of this Section 8Xparagraph 9 could materially damage the Company. Executive will not, during the remaining term of his employment with the Company and for a period beginning of one year after the Employment Termination Date: (i) carry on or engage in any business in direct competition with the Closing Date construction, conversion or repair of marine vessels or the fabrication of modular components for offshore drilling rigs or floating production, storage and ending on offloading vessels (collectively, the earlier "Businesses") of the third anniversary Company or any direct or indirect subsidiary of ▇▇▇▇▇▇ (collectively, the "Companies") in any State of the Closing Date andUnited States or other jurisdiction, or specified portions thereof, in which the Executive regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or its subsidiaries, as identified in Appendix "A" attached hereto and forming a part of this Agreement, so long as the Company or any of its subsidiaries carries on any of the Businesses therein (collectively the "Territory"); (ii) call upon any person who is, at that time, an employee of any of the Companies for the purpose or with the intent of enticing such employee away from or out of the employ of any of the Companies (provided, that this clause (ii) shall not apply with respect to Executive's son who is currently employed by the Company); (iii) call upon any Restricted Personcustomer of any of the Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with any of the Companies within the Territory; (iv) call upon any prospective acquisition candidate, on Executive's own behalf or on behalf of any competitor, which candidate was, to Executive's knowledge after due inquiry, either called upon by any of the Companies or for which any of the Companies made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of any of the Companies to any person, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that any of the Companies has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the date that a person or group of related persons foregoing covenant shall not be deemed to prohibit Executive from acquiring as an investment (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent not more than 501% of the ordinary voting power entitled to vote in the election capital stock of such Restricted Person’s board of directors or managers (as applicable)a competing business, Seller shall not, and shall cause its Subsidiaries (each whose stock is traded on a “Restricted Person” and, collectivelynational securities exchange, the “Restricted Persons”Nasdaq Stock Market or similar market or (ii) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less more than 5% of the outstanding capital stock of a competing business whose stock is not publicly traded unless the Board consents to such acquisition. Furthermore, notwithstanding the above, the foregoing covenant shall not prohibit Executive from carrying on or engaging in the construction of aluminum marine vessels, as long as such activity is not conducted in association in any publicly-traded corporationmanner with any company with which the Company has had acquisition discussions within the past two years. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenant may be enforced by the Company, in the event of breach by him, by injunctions and restraining orders. Executive further agrees to waive any requirement for the Company's securing or (z) acquisition posting of any Person bond in connection with such remedies. (whether by asset purchase, stock purchase, merger or otherwisec) engaged in a business that competes with the Business. The parties hereto agree that the foregoing covenants in this paragraph 9 impose a reasonable restraint on Executive in light of the activities and business of the Companies on the date of the execution of this Agreement and the current plans of the Companies. (d) It is further agreed by the parties hereto that in the event that after the Employment Termination Date Executive enters into a business or pursues other activities not in competition with the Businesses of the Companies or similar activities or businesses in locations the operation of which, under such circumstances, does not violate clause (a)(i) of this paragraph 9, and in any event such new business, activities or location are not in violation of this paragraph 9 or of Executive's obligations under this paragraph 9, if any, Executive shall not be chargeable with a violation of this paragraph 9 if the Companies shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (e) The covenants in this paragraph 9 are severable and separate, and the enforceability of any specific covenant set forth shall not affect the provisions of any other covenant. Moreover, in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a event any court of competent jurisdiction declares shall determine that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration time or area of the term or provisionterritorial restrictions set forth are unenforceable, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that then it is valid and enforceable and that comes closest to expressing the intention of the parties that such restrictions be enforced to the fullest extent permitted by law, and the Agreement shall thereby be reformed. (f) All of the covenants in this paragraph 9 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 Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (g) The Company and Executive hereby agree that this covenant is a material and substantial part of this Agreement. (h) Executive acknowledges that the severance payment provided under paragraph 3(b) is conditioned upon Executive's fulfilling the noncompetition and nondisclosure provisions of this Agreement as set forth in this paragraph 9 and paragraph 10 below. In addition, such payment is conditioned upon Executive's refraining, for a one year period following the Employment Termination Date, from carrying on or engaging in, as an employee, officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an executive, independent contractor, consultant or advisor, or as a sales representative or otherwise, any business in direct competition with the Businesses of the Companies in the Territory (except as provided in paragraph 9(a) with respect to construction of aluminum marine vessels), to the extent such activity is not prohibited by paragraph 9(a). In the event Executive shall at any time materially breach any noncompetition or nondisclosure agreements contained in this Agreement, including the agreements in this paragraph 9(h), the Executive shall forfeit to the Company, and promptly repay to the Company, a pro rata portion of the severance payment corresponding to the period of such breach (i.e., $195,290 times the quotient of the number of days during which the breach occurs divided by 365). Executive acknowledges that any such forfeiture of payments would be an exercise of the Company's right to terminate its performance hereunder upon Executive's breach of this Agreement and would not constitute and shall not be characterized as the imposition of liquidated damages. It is specifically understood by the parties that the provisions of paragraph 13 of this Agreement apply to this paragraph 9. (i) Any dispute regarding the reasonableness of the covenants and agreements set forth in this paragraph 9 or the territorial scope or duration thereof or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the State of United States or other jurisdiction in which the alleged prohibited competing activity or disclosure occurs, and with respect to each such dispute, the Company and Executive each hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts sitting in the relevant State (or, in the case of any jurisdiction outside the United States, the relevant courts of such jurisdiction) for resolution of such dispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with such dispute, and further agree that service of process may be made upon him or it in any legal proceeding related to this paragraph 9 and/or Appendix "A" by any means allowed under the laws of such jurisdiction. Each party irrevocably waives any objection he or it may have as to the venue of such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum. The parties agree that it is their intent and desire that the provisions of this Agreement be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect, and therefore, to the extent permitted by applicable law, the parties hereto waive any provision of applicable law that would render any provision of this paragraph 9 invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedunenforceable.

Noncompetition. From and after the Closing, in In consideration of the mutual covenants -------------- provided for herein but subject to the limitations set forth in Sellers at the last sentence of this Section 8XClosing, during the period beginning on the Closing Date and ending on the earlier of the third fourth anniversary of the Closing Date and(the "Noncompete Period"), with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% none of the ordinary voting power entitled to vote in Sellers (and none of the election beneficiaries of such Restricted Person’s board of directors or managers ----------------- any Seller that is a trust) (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”"Noncompeting Parties") shall -------------------- engage, and each of the Sellers shall cause the Noncompeting Parties that are not tothemselves Sellers to not engage, (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) directly or indirectlyindirectly in any business that the Company or any of its Subsidiaries conducts or proposes to conduct as of the Closing Date in any geographic area in which the Company or any of its Subsidiaries conducts its business as of the Closing Date, build and operate except as expressly permitted under any greenfield plants for employment agreement with the production of uncoated free sheet paper or corrugated container board, anywhere within Company executed at the United StatesClosing as contemplated hereunder; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 52% of the outstanding stock of any publicly-traded corporation, or (z) acquisition corporation shall not be deemed to be engaging solely by reason thereof in any of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Businessits businesses. The parties hereto agree that the covenant set forth in this Section 8X 10.12 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8X 10.12(a) is invalid or unenforceable, the parties Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.. As further consideration for the obligations of the Sellers pursuant to this Section 10.12, the Purchaser shall pay to the Sellers $500,000 in cash on the Closing Date, allocated among the Sellers in accordance with the Schedule of Stockholders (the "Noncompete ------------------------ ---------- Payment"). -------

Noncompetition. From As a condition to Buyer's obligation to purchase the Purchased Assets and after in order to ensure to Buyer the Closing, in consideration full benefits of the mutual Purchased Assets and the Business, each of Seller and the Partners hereby covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8Xand agrees that, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any "Restricted Person, the date that a person or group of related persons Period" (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicabledefined below), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) he or it will not toin any manner, directly or indirectly, build and operate whether as an owner, manager, lender, consultant, partner, agent, employee, officer or director, engage in the business of a wholesale distributorship of apparel products within any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within state in the United States; provided that no . In addition, each of Seller and the Partners hereby covenants and agrees that, during the "Restricted Person shall be deemed to be taking an action in violation Period" (defined below), he or it will not directly or indirectly, on behalf of this Section 8X by virtue itself or himself or on behalf of its any other person, firm, partnership, corporation, association or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoother entity, (xa) ownership of Buyer Common Stock as a result call upon any of the Purchase and Sale Transaction, (y) ownership customers or clients of less than 5% Seller or Buyer for the purpose of the outstanding stock of soliciting or providing any publicly-traded corporationproduct or service similar to that provided by Seller or Buyer, or (zb) acquisition solicit, divert or take away any of the customers, clients, business or patrons of Seller or Buyer. The term "Restricted Period" shall mean five years following the Closing Date; provided, however, that in the case of any Person (whether Partner who becomes employed by asset purchaseBuyer, stock purchasethe "Restricted Period" shall mean five years following the Closing Date or one year following termination of such Partner's employment with Buyer, merger or otherwise) engaged in a business that competes with whichever occurs later. Notwithstanding the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceableforegoing, the parties agree that (a) Seller and the court making Partners shall be permitted, for a period of six months following the determination Closing Date, to dispose of invalidity or unenforceability those certain items of obsolete inventory which are listed in Schedule 1.3(i), and that their actions in connection with such disposition shall have the power to reduce the scope, duration or area not constitute a breach of the term covenants of this Section, and (b) Jeffrey Robinson's performanc▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇der the Employment Agreement with Pluma described in Section 6.9 shall not constitute a breach of the covenants in this Section. Seller and Partners acknowledge that any breach of the covenants of this Section will result in irreparable damage and continuing injury to Buyer. Therefore, in the event of any breach or provisionthreatened breach of the covenants in this Section, Seller and Partners acknowledge that Buyer shall be entitled, without limiting any other remedies, to delete specific words an injunction restraining Seller or phrasesany Partner, or as the case may be, from committing any such violation. Seller and the Partners acknowledge and agree that (a) Seller presently sells to replace any invalid or unenforceable term or provision customers in each state in the United States, (b) the covenants of this Section are reasonably necessary for the protection of Buyer and its business, (c) such covenants are reasonably limited with respect to the activities prohibited, the duration thereof, the geographical area thereof, the scope thereof and the effect thereof on Seller, the Partners and the public, (d) the purpose and effect of such covenants is solely to protect Buyer for a term or provision that is valid limited period of time from unfair competition by Seller and enforceable the Partners and that comes closest to expressing (e) the intention purchase of the invalid or unenforceable term or provisionPurchased Assets is expressly conditioned upon Seller and the Partners entering into all of the covenants and provisions of this Section. In the event that any provision of this Section shall be determined by any court to be unenforceable, this Section shall be interpreted to extend over the maximum time periods for which it may be enforceable, and this Agreement to the maximum extent in any and all other respects as to which it may be enforceable, all as shall be enforceable as so modified after the expiration of the time within which the judgment may be appealeddetermined by such court.

Noncompetition. From (i) The Shareholder hereby acknowledges that (A) the Company and after the ClosingCompany Subsidiaries conduct the Company Business throughout the Territory, in consideration (B) the Shareholder conducts the Forwarding Business through certain of its Subsidiaries other than the Company and the Company Subsidiaries, including Con-Way Air Express, Inc. and Menlo Logistics, Inc. and (C) to protect adequately the interest of the mutual covenants provided for herein but subject to the limitations set forth Purchaser in the last sentence Company, the Company Subsidiaries and the Company Business, it is essential that any noncompete covenant with respect thereto cover all of this Section 8Xthe Identified Business and the entire Territory. (ii) The Shareholder and its Subsidiaries (other than the Company and the Company Subsidiaries) shall not, during the period beginning on the Closing Date and ending on the earlier Noncompete Period, in any manner, engage in any of the third anniversary Identified Business in the Territory, except to the extent that the Shareholder's and its Subsidiaries' (other than the Company and the Company Subsidiaries) gross revenues generated through engaging in the Identified Business do not exceed $175 million, in the aggregate, in any calendar year; provided, however, nothing in this Section 7.10(b) shall restrict or prohibit the Shareholder or any of its Subsidiaries or Affiliates in the conduct of the Closing Date andCustoms Brokerage business in so far as it relates to ground transport; provided further, that nothing in this Section 7.10(b) shall restrict or prohibit the actions or conduct of, or otherwise apply to, any Third Person that consummates an Acquisition Transaction with respect to the Shareholder or any Restricted Personof its Subsidiaries, including without limitation Worldwide as long as the date Third Person does not engage in any of the Identified Business under the name of Worldwide or any of its Subsidiaries except as otherwise permitted herein; provided further that in the event a person Third Person consummates an Acquisition Transaction involving either of the Sellers, then such Third Person (or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an any Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% Third Person) shall be permitted to use the name of the ordinary voting power entitled to vote in the election Worldwide or any of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries for a transition period not to exceed twelve (each a “Restricted Person” and, collectively, the “Restricted Persons”12) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedmonths.

Noncompetition. From and after (a) For the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations period set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicableSchedule 6.10(a), Seller shall notagrees that it will not directly or indirectly engage in the (1) manufacture, sale, import, export or distribution of Exclusive Licensed Products and shall cause its Subsidiaries Improvements; or (2) repair and overhaul Exclusive Licensed Products and Improvements, in each a “Restricted Person” and, collectively, case in the Licensed Field (the “Restricted PersonsActivities”) not to); provided, directly or indirectlyhowever, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person nothing in this Section 6.10 shall be deemed to limit in any way the conduct of the Excluded Businesses, and such activities and business shall be taking an action in violation excluded from the definition of Restricted Activities for all purposes related to this Agreement. In the event of any assignment of this Agreement pursuant to Section 8X by virtue 8.6, the obligations of Seller under this Section 6.10 shall terminate. (b) The restrictions set forth in this Section 6.10 shall not be construed to prohibit or restrict Seller or its Affiliates from acquiring any Person or business that engages in the Restricted Activities, provided that (i) the engagement in such Restricted Activities do not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in United States dollars or calculated in United States dollars utilizing the relevant and then applicable current foreign exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the Effective Date of acquisition of such Person or business) or (ii) if the Restricted Activities constitute in excess of [***] of the revenues of the Person or business acquired, Seller shall (1) promptly provide written notice to Purchaser after its acquisition of such Person or business and (2) use its commercially reasonable efforts to divest that portion of the Person or business that engages in the Restricted Activities within twelve (12) months after its acquisition of such Person or business. (c) Notwithstanding this Section 6.10, if Article 2 (License) is terminated before the [***] anniversary of the Effective Date, Seller’s obligations set forth in this Section 6.10 shall be immediately terminated and of no further force and effect. (d) Notwithstanding anything to the contrary in this Agreement (or the Transaction Documents), this Section 6.10 shall not apply (i) to any business or operations of Seller or any of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoAffiliates which are transferred to any third party after the date hereof, (xii) ownership any subsidiaries of Buyer Common Stock Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Seller who becomes an Affiliate as a result of the Purchase and Sale Transaction, (y) ownership a change in control of less than 5% of the outstanding stock of any publicly-traded corporation, Seller or (ziv) any acquisition of securities by Seller’s (or any Person (whether by asset purchaseof Seller’s Affiliate’s) pension trust or similar employee benefit plan investment vehicle, stock purchase, merger or otherwise) engaged in a business provided that competes any securities acquired shall be held for investment purposes only and such benefit plans comply with the Business. The parties hereto agree that Employee Retirement Income Security Act of 1974 requirements as to the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment independence of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedinvestment decisions.

Noncompetition. From (a) Shareholders represent, warrant, acknowledge, and after agree as follows: (i) Shareholders (individually and through FCL) are engaged in the Closing, in consideration operation of the mutual Business at various locations in Florida; (ii) Buyer is purchasing from Shareholders the stock of FCL, together with its goodwill, and will continue and expand the Business that previously has been conducted by FCL; (iii) the restrictive covenants provided contained in this Section 9.2 (collectively “Restrictive Covenants”) are an essential part of this Agreement in order to protect Buyer’s legitimate interests, including Buyer’s interest in the stock and goodwill Buyer is acquiring; (iv) the Restrictive Covenants are reasonable, valid, and enforceable in geographic, temporal, and subject matter scope and in all other respects; (v) Buyer is proceeding with the acquisition in reliance upon Shareholders’ commitment to abide by the Restrictive Covenants; and (vi) compliance with the Restrictive Covenants will not give rise to any hardship for herein but subject Shareholders as they have independent means and sufficient income to be fully self-supporting without competing with Buyer in the Business or otherwise violating the Restrictive Covenants. (b) Accordingly, Shareholders agree to be bound by the Restrictive Covenants, it being the intent and spirit of the parties that the noncompetition agreement and other limitations in the Restrictive Covenants shall be valid and enforceable in all respects. Compliance by Shareholders with the non-competition provisions of this Agreement and the other limitations in the Restrictive Covenants is independent of the obligation of Buyer to pay the amounts set forth herein or in any ancillary employment or consulting agreement or other document referenced or exhibited herein. (c) For five (5) years following the Closing (the “Stock Sale Restricted Period”), regardless of whether Deligdish remains engaged, retained or employed with FCL or Buyer, Deligdish shall not in any city, town, county, or other municipality in the last sentence State of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Florida (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsTerritory”) not to), directly or indirectly, build (1) engage in the Business; (2) enter the employ of, or render any services to or for, any person or entity that engages in the Business; or (3) maintain or acquire an interest in any entity that engages in the Business in any capacity, including as an individual, partner, shareholder, officer, director, principal, agent, trustee, employee or consultant; provided, however, Shareholders may own, directly or indirectly, solely as a passive investment, securities of any entity traded on any national securities exchange or automated quotation system of which Shareholders, individually or in the aggregate, are not a controlling Person of, or a member of a group which controls, such entity and operate do not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, without regard to the 60 day period referred to in Rule 13d-3(d)(1)(i)) five percent (5%) or more of any greenfield plants class of securities of such entity. (d) During the Stock Sale Restricted Period, regardless of whether ▇▇▇▇▇▇▇ remains engaged, retained or employed with FCL or Buyer, ▇▇▇▇▇▇▇ shall not in any city, town, county, or other municipality in the Restricted Territory, directly or indirectly, (1) engage in the Business; (2) enter the employ of, or render any services to or for, any person or entity that engages in the Business; or (3) maintain or acquire an interest in any entity that engages in the Business in any capacity, including as an individual, partner, shareholder, officer, director, principal, agent, trustee, employee or consultant; provided, however, Shareholders may own, directly or indirectly, solely as a passive investment, securities of any entity traded on any national securities exchange or automated quotation system of which Shareholders, individually or in the aggregate, are not a controlling Person of, or a member of a group which controls, such entity and do not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, without regard to the 60 day period referred to in Rule 13d-3(d)(1)(i)) five percent (5%) or more of any class of securities of such entity. (e) During the Stock Sale Restricted Period, Shareholders shall not, (i) solicit, induce, approach, or attempt to solicit, induce, or approach any person known to be an employee or contractor of FCL, as of or prior to the Closing (a “Pre-Closing FCL Person”) to terminate his, her, or its employment or other relationship with FCL, Buyer or any affiliate, or any of their successors or assigns for the production purpose of uncoated free sheet paper becoming professionally affiliated or corrugated container boardto work with any Shareholder, anywhere within or any entity of which any Shareholder is or becomes a partner, shareholder, principal, member, officer, director, agent, trustee, employee, or consultant, or (ii) otherwise encourage any Pre-Closing FCL Person to terminate his, her, or its employment or other relationship with FCL, Buyer or any affiliate, or any of their successors or assigns for any purpose or no purpose; provided, however, that Shareholders may engage in general solicitations of employment including by means of general advertising and search firm activity not targeted at Pre-Closing FCL Persons or hire any Pre-Closing FCL Person who is terminated, post-Closing, by FCL, Buyer or any affiliate without cause (provided for the United States; provided avoidance of doubt that Shareholders may not hire any other Pre-Closing FCL Person). (f) During the Stock Sale Restricted Period, Shareholders shall not, directly or indirectly, (i) solicit, induce, or approach or attempt to solicit, induce, or approach any customer, client, vendor, supplier or consultant of FCL, as of or prior to the Closing (a “Pre-Closing Customer”) to terminate his, her, or its relationship with FCL or Buyer, or any of its successors or assigns related to the Business, for any purpose, including without limitation the purpose of becoming a customer, client, vendor, supplier or consultant, whether or not exclusive, of any Shareholder, or any entity of which any Shareholder is or becomes a partner, shareholder, principal, member, officer, director, agent, trustee, employee, trustee or consultant, or (ii) otherwise solicit, induce, approach or attempt to solicit, induce, or approach any Pre-Closing Customer to terminate his, her, or its relationship with FCL, Buyer or any affiliate, or any of its successors or assigns for any other purpose or no Restricted Person purpose. (g) If any Shareholder breaches, or threatens to commit a breach of, any of the provisions of this Agreement, FCL, Buyer and their successors or assigns shall have the following rights and remedies (in addition to, and not in lieu of, any other rights or remedies set forth in this Agreement or in any ancillary Agreement including, without limitation, Shareholders’ employment and consulting agreements, each of which shall be deemed independent of the others and severally enforceable, and the rights and remedies available to FCL or Buyer in each of which shall be taking in addition to, and not in lieu of, any other rights or remedies available to FCL, Buyer or their successors or assigns at law or in equity under the Agreement or otherwise): (i) The right and remedy to have each and every one of the Restrictive Covenants specifically enforced and the right and remedy to obtain injunctive relief, it being agreed that any breach or threatened breach of any of the Restrictive Covenants would cause irreparable injury to Buyer and its successors or assigns and that money damages would not provide an action in violation adequate remedy to Buyer and its subsidiaries, affiliates, successors or assigns. (ii) In view of Shareholders’ acknowledgement that the Restrictive Covenants, including without limitation the provisions of this Section 8X by virtue 9.2 and other agreements, are reasonable and valid in geographic, temporal and subject matter scope and in all other respects and are necessary to protect Buyer’s legitimate business interests, including its interest in the stock and goodwill of its FCL, should any court determine that any such covenant or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationagreement, or (z) acquisition of any Person (whether by asset purchasepart thereof, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, : (A) the parties agree that remainder of such covenants and agreements shall not thereby be affected and shall be given full effect without regard to the invalid portions; and (B) such court making the determination of invalidity or unenforceability shall have the power to reduce the scopescope of such provision to the extent necessary to make such provision enforceable and, duration in its reduced form, such provision shall then be enforceable to the maximum extent permitted by law. (h) Notwithstanding the foregoing, at all times during the Stock Sale Restricted Period, Buyer agrees that Deligdish shall be permitted to engage in the following Permitted Activities: (i) serve as a consultant or area advisor for Florida Society of Clinical Oncology, the Association of Value-Based Cancer Care, Oncology Resource Networks, Blue Cross Blue Shield of Florida, or any similar group organization or third party payor, including providing services to such entities in substantially the same manner as Deligdish provides as of the term date hereof; or provision(ii) own, operate or provide medical director services to delete specific words or phrases(A) any laboratory, including Melbourne Medical Laboratory, that is physician-office laboratory, hospital-owned laboratory, or to replace any invalid or unenforceable term or provision with part of a term or provision that is valid Accountable Care Organization having similar characteristics of ownership and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provisionoperation, and (B) to provide medical director services to such other laboratories with respect to which Buyer gives its prior written consent, which shall not be unreasonably withheld. Nothing contained in this Agreement Section 9.2(h) shall be enforceable as so modified after construed to relieve Deligdish from the expiration covenants of this Section 9, other than his right to engage in the time within which the judgment may be appealedPermitted Activities.

Noncompetition. From THIS SECTION 9(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges that in the course of the Executive's employment with the Company and after its Affiliates and their predecessors, the ClosingExecutive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive's services will be of special, unique and extraordinary value to the Company and its Affiliates and that the 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. Therefore, and in further consideration of the mutual covenants provided for herein but subject compensation being paid to the limitations Executive hereunder, the Executive agrees that, during the Employment Period and for a period of twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 8(d) applies (in which case the restrictions set forth in Sections 9(a) and (b) shall not apply following the last sentence Executive's termination of this Section 8Xemployment with the Company) (the "Restricted Period"), during the period beginning on Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the Closing Date and ending on the earlier businesses of the third anniversary Company or its Affiliates, in any country where the Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of the Closing Date and, with respect to any Restricted Person, the date that a person or group voting equity of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall not be enforceable as so modified after the expiration of the time within which the judgment may be appealedprohibited hereby.

Noncompetition. From and after the Closing, in consideration (a) Sellers agree that for a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on eighteen (18) months from the Closing Date and ending on Date, neither it nor any of its subsidiaries, or the earlier subsidiaries of the third anniversary of the Closing Date andWilTel Communications Group, with respect to any Restricted PersonInc. shall: (i) engage, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, either directly or indirectly, build and operate as a principal or for its own account or solely or jointly with others, or as stockholders in any greenfield plants corporation or joint stock association, in any business that directly competes with the Webcasting Business in the United States (the "Restricted Territory"); (ii) directly or indirectly, solicit or attempt to solicit business or patronage of any person, partnership, or corporation or other business entity within the Restricted Territory, for the purpose of production and distribution of uncoated free sheet paper or corrugated container board, anywhere within the United Statesmulti-media presentation materials using streaming media technology; provided however that no Restricted Person providing network services to another person who competes with the Webcasting Business will not be considered a breach of this provision; or (iii) solicit for employment any Hired Employee. (b) If any provision contained in this Section 4.12 shall for any reason be deemed to be taking an action held invalid, illegal or unenforceable in violation any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 8X by virtue of its 4.12, but this Section 4.12 shall be construed as if such invalid, illegal or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result unenforceable provision had never been contained herein. It is the intention of the Purchase and Sale Transaction, (y) ownership of less than 5% Parties that if any of the outstanding stock restrictions or covenants contained herein is held to cover a geographic area or to be for a length of any publicly-traded corporationtime which is not permitted by applicable Law, or (z) acquisition in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of any Person (whether by asset purchaseno effect, stock purchasebut to the extent such provision would be valid or enforceable under applicable Law, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term shall construe and interpret or provision of reform this Section 8X is invalid or unenforceable4.12 to provide for a covenant having the maximum enforceable geographic area, the parties agree that the court making the determination of invalidity or unenforceability time period and other provisions (not greater than those contained herein) as shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is be valid and enforceable under such applicable Law. Sellers acknowledge that Purchaser would be irreparably harmed by any breach of this Section 4.12 and that comes closest there would be no adequate remedy at law or in damages to expressing the intention compensate Purchaser for any such breach. Sellers agree that Purchaser shall be entitled to injunctive relief requiring specific performance by Sellers of the invalid or unenforceable term or provisionthis Section 4.12, and this Agreement shall be enforceable as so modified after Sellers consent to the expiration of the time within which the judgment may be appealedentry thereof.

Noncompetition. From and after (a) Except with the Closing, in consideration prior written consent of the mutual covenants provided Company authorized by a resolution adopted by the Board, for herein but subject to the limitations set forth period beginning upon the date hereof and ending on (i) in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 7(c) or by the Company pursuant to Section 7(d) hereof and the Executive is receiving payments from the Company pursuant to Section 8(d) hereof, the date on which the last sentence such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 7(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date; Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions or providing hotel property system services or providing hotel representation or marketing services in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (b) Executive agrees that for a period of one (1) year following termination of employment with the Company, Executive will not solicit or in any manner encourage employees of the Company, its subsidiaries or parent to leave its employ. (c) In case one or more of the terms contained in subsections (a) or (b) of this Section 8X11 shall for any reason become invalid, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date andillegal, with respect to or unenforceable, such invalidity, illegality or unenforceability shall not affect any Restricted Personother terms herein, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of but such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person terms shall be deemed to be taking an action deleted and such deletion shall not affect the validity of the other terms of this section. In addition, if any one or more of the terms contained in violation subsections (a) or (b) of this Section 8X by virtue of its shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged activity that term shall be construed in a business that competes manner to enable it to be enforced to the extent compatible with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedapplicable law.

Noncompetition. From and after 14.1 During the Closingterm of his employment with the Company, in consideration Employee shall comply with his fiduciary obligations as an officer of the mutual covenants provided Company, and shall comply with the restrictions contained in Section 4. 14.2 During the term of his employment with the Company and for herein but subject to a period of two years thereafter, Employee shall not, without the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier prior written consent of the third anniversary of the Closing Date andCompany which shall not be unreasonably withheld, with respect to any Restricted Personparticipate in or perform services, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (whether directly or indirectly) equity securities of such Restricted Person that represent more than 50% , as a director, officer, employee, owner, partner, agent, consultant, lessor, creditor or otherwise, for any person, or entity engaged in the same or similar business as the Company or any of the ordinary voting power entitled Company's affiliates or subsidiaries is engaged in at any time during the term of this Agreement and that provides products or services of the type provided by the Company or any of its affiliates or subsidiaries to vote any person or entity located in the election states of such Restricted Person’s board Washington, Oregon or Idaho that was a customer of directors or managers (as applicable)the Company while Employee was employed by the Company. 14.3 During the term of his employment with the Company and for a period of two years thereafter, Seller Employee shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build : solicit for employment any employee of the Company; attempt to persuade or entice any employee of the Company to terminate his or her employment; or persuade or attempt 14.4 Employee agrees that damages for breach of the covenants contained in this Section would be difficult to determine and operate any greenfield plants for the production of uncoated free sheet paper therefore agrees that these provisions may be enforced by temporary or corrugated container board, anywhere within the United States; provided that no Restricted Person permanent injunction. The right to such injunctive relief shall be deemed in addition to and not in place of any other remedies to which the Company may be taking an action entitled. Employee agrees that any profits made or benefits obtained by Employee in violation of his obligations under this Section 8X shall be held by virtue of its or their (w) engaging Employee in Seller’s Other Businesses or activities reasonably related theretoconstructive trust for, (x) ownership of Buyer Common Stock as a result of and shall be promptly paid to, the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree Company. 14.5 Employee agrees that the covenant set forth in provisions of this Section 8X is reasonable with respect to its durationare reasonable. However, geographical area and scope. If the final judgment of a if any court of competent jurisdiction declares determines that any term or provision of within this Section 8X is invalid or unenforceableunreasonable in any respect, the parties agree Parties intend that this Section should be enforced to the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedfullest extent allowed by such court.

Noncompetition. From (a) For a period of two (2) years after the Closing Date, Seller and after its subsidiaries will not, (a) directly or indirectly solicit or accept any business of the type currently engaged in by the Company from any current agents under contract with the Company or Company Subsidiary at the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary (b) directly or indirectly through active participation request or advise any Person that uses Company or Company Subsidiary as of the Closing Date andto withdraw, with respect to any Restricted Personcurtail or cancel its business, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofc) owns or acquires (either directly or indirectlyindirectly as a greater than five percent (5%) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote stockholder, investor, partner, director, officer, employee, consultant or otherwise, engage in the election wholesale distribution on major medical or individual health insurance products through a network of such Restricted Person’s board of directors retail agents or managers other general agents throughout the United States. (as applicable)b) Following the Closing Date, Seller and its Affiliates shall notnot use the words “Americas Health Care/Rx Plan Agency” or “AHCP”, and shall cause its Subsidiaries (each a “Restricted Person” andin combination, collectively, the “Restricted Persons”) not to, directly in offering any services or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere products within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of . If any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant provision set forth in Section 8X 4.4 or this Section 4.5 is reasonable with respect held to its duration, geographical be unenforceable because of the duration of such provision or the area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceablecovered thereby, the parties hereto agree to modify such provision, and that the any court making the such determination of invalidity or unenforceability shall have the power to modify such provision, to reduce the scope, duration or area of the term or such provision, or both, or to delete specific words or phrasesphrases herefrom (“blue-penciling”), and, in its modified, reduced or to replace any invalid or unenforceable term or blue-penciled from, such provision with shall then be enforceable by the parties hereto. (c) For purposes of Section 4.5(a), in the event a term or provision that is valid and enforceable and that comes closest to expressing the intention third party shall acquire more than fifty percent (50%) of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified outstanding common stock of Seller during the two (2) years after the expiration Closing Date pursuant to merger, consolidation or any other corporate transaction or in any other manner, resulting in Seller becoming a subsidiary of the time within which third 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 judgment may be appealedprovisions of this Section 4.5.

Noncompetition. From Promisor agrees that during the term of Promisor's -------------- employment with Buyer and after for a period of three (3) years following the Closing, in consideration date of the mutual covenants provided termination of Promisor's employment with Buyer, Promisor shall not perform any of the following acts, except those acts as are on behalf and for herein but subject the benefit of Buyer: (a) Call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any past, existing or potential customers, suppliers, businesses, or accounts of the Business in connection with any business substantially similar to the limitations Business in the Territory; (b) Hire, attempt to hire, contact or solicit with respect to hiring for Promisor or on behalf of any other person any present employee of Seller in the Business; (c) Engage in, or give any advice to any person, firm, partnership, association, venture, corporation or other entity engaged in, a business substantially similar to the Business in the Territory; (d) Lend credit, money or reputation for the purpose of establishing or operating a business substantially similar to the Business in the Territory; (e) Do any act that Promisor knew or should have known might injure Buyer, Halter Marine or the Business; and (f) Without limiting the generality of the foregoing provisions, conduct a business substantially similar to the Business in the Territory. The covenants in subsections (i) through (vi) are intended to restrict Promisor from competing in any manner with Buyer, Halter Marine or the Business in the activities that have heretofore been carried on by Seller. The obligations set forth in the last sentence subsections (i) through (vi) above shall apply to actions by Promisor, through any form of this Section 8Xownership, during the period beginning on the Closing Date and ending on the earlier whether as principal, officer, director, agent, employee, employer, consultant, shareholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or in any other individual or representative or affiliated capacity whatsoever. However, none of the third anniversary foregoing shall prevent Promisor from being the holder of either (a) stock, debt or other interests in Halter Marine or (b) up to 5.0% in the Closing Date and, with respect to aggregate of any Restricted Person, the date that a person or group class of related persons securities of any corporation (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwiseHalter Marine) engaged in the activities described in subsections (i) through (vi) above, provided that such securities are listed on a business that competes with national securities exchange or reported on the Business. The parties hereto agree that Nasdaq National Market or the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedNasdaq Small Cap Market.

Noncompetition. From and after the Closing, in consideration (a) For a period of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning 10 years commencing on the Closing Date and ending on date hereof (the earlier "Term"), without the prior written approval of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable)Buyer, Seller shall not, and shall will cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) Affiliates not to, directly or indirectly, build (i) own, manage, control, operate or otherwise participate, franchise or assist in the business of any Prohibited Facility located in the Territory, (ii) own, manage, control, operate, be connected with as an employee or consultant for any Person owning, managing, controlling, operating or otherwise participating or assisting in the business of any Prohibited Facility located in the Territory, or (iii) license, franchise or otherwise authorize any Person (other than Buyer and operate its licensees) to conduct business under the marks Pure, Protech or Firebird or under any greenfield plants for of the production Marks (or sell any products or provide any services in connection with the marks Pure, Protech or Firebird or the Marks and/or the Service Marks (as such terms are defined in the Trademark License Agreement)) at any Prohibited Facility located in the Territory or otherwise utilize any of uncoated free sheet paper the Marks and/or Service Marks or corrugated container boardany commercial symbol similar thereto in connection with the business of any Prohibited Facility located in the Territory; PROVIDED HOWEVER, anywhere within the United States; provided that no Restricted Person nothing in this Agreement shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, prohibit (x) ownership of Buyer Common Stock as a result Seller or its licensee or assignee of the Purchase marks Pure or Firebird from licensing the marks Pure and/or Firebird to any Prohibited Facility in the Southeastern Area at any time after a date on which Buyer is neither (A) selling motor fuel at any Auto/Truckstop or Fuel Stop in the Southeastern Area under one or more of the Marks nor (B) prominently displaying one or more of the Marks at any Auto/Truckstop or Fuel Stop in the Southeastern Area and Sale Transaction, (y) ownership of less Seller's jobbers, distributors and marketers from selling products other than 5% of motor fuel to any Prohibited Facility. (b) During the outstanding stock of Term, Seller shall not, and will cause its Affiliates not to, directly or indirectly, materially expand any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision Excluded Facility that is valid an Auto/Truckstop or a Fuel Stop owned or operated by Seller or its Affiliates or otherwise materially alter the products and/or services sold by or through any such Excluded Facility; PROVIDED, HOWEVER, that nothing in this Section 2 shall prohibit Seller or its Affiliates from repairing or replacing any existing structures, fixtures or other assets of such an Excluded Facility, damaged or worn by reason of casualty or wear and enforceable and that comes closest to expressing the intention of the invalid tear, with comparable structures, fixtures or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedother assets.

Noncompetition. From (a) The Seller and after the Closing, Shareholder Parties hereby acknowledge that (A) the Purchaser conducts the Business in consideration the Territory and/or has current plans to expand the Business throughout the Territory and (B) to protect adequately the interest of the mutual covenants provided for herein but subject to the limitations set forth Purchaser in the last sentence business and goodwill of this Section 8Xthe Seller, it is essential that any noncompetition covenant with respect thereto cover all of the Business and the entire Territory. (b) Neither the Seller nor any Shareholder Party shall, during the period beginning on Noncompete Period, in any manner, either directly, indirectly, individually, in partnership, jointly or in conjunction with any Person, (A) engage in the Closing Date Business within the Territory, (B) have an equity or profit interest in, advise or render services (of an executive, marketing, manufacturing, research and ending on the earlier of the third anniversary of the Closing Date anddevelopment, with respect administrative, financial, consulting, employment, independent contracting or other nature) or lend money to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote engages in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere Business within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporationTerritory, or (zC) acquisition of perform, teach or instruct any Person (whether by asset purchaseto perform services of a type the Business arranges or facilitates, stock purchase, merger or otherwise) engaged in a business that competes with which are otherwise related to the Business, including, without limitation, independent medical examinations, record reviews and expert testimony. The parties hereto agree that the covenant set forth For clarity, nothing in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable prevent the Founder from engaging in the Practice of Medicine in any jurisdiction, including, without limitation, within the Territory. (c) In consideration for the covenant granted in this Article VIII, Purchaser agrees to pay to the Seller and the Shareholder Parties (in such proportions as so modified after the expiration Seller and the Shareholder Parties shall mutually direct), on the Release Date, an amount equal to the Holdback Period Surplus, plus $10. In the event any or all of the time within which Holdbank Period Surplus is not paid to the judgment may Seller and the Shareholder Parties (in such proportions as the Seller and the Shareholder Parties shall mutually direct) on the Release Date, the Purchaser shall pay to the Seller and the Shareholder Parties (in such proportions as the Seller and the Shareholder Parties shall mutually direct) any Holdback Period Surplus amount outstanding with simple interest thereon from the Release Date to the date of payment at a rate equal to six percent (6%) per annum. (d) Purchaser agrees that, if requested by Seller, it will jointly execute an election pursuant to paragraph 56.4(3)(b) of the Income Tax Act (Canada) (or any provincial equivalent) in respect of the covenants given in this Article VIII. Seller agrees that it bears the sole responsibility for completing such election in accordance with paragraph 56.4(3)(b) of the Income Tax Act (Canada) and shall be appealedliable for any costs (including any penalties for filing such election beyond the statutorily required period). The Purchaser will not be responsible for taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete such election or to properly file such election with the relevant Governmental Entities.

Noncompetition. From and after the Closing, in In consideration of the mutual payments, benefits and other obligations of the Company to Executive pursuant to this Agreement, Executive hereby covenants provided for herein but subject to and agrees that, at all times during which Executive is employed by the limitations set forth in the last sentence of this Section 8X, Company Group and during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any "Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers Period" (as applicabledefined below), Seller Executive shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, in any place in the “Restricted Persons”) not toworld, directly or indirectly, build own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged in anywhere in the world, by the Company and operate its Subsidiaries (collectively, the "Company Group") as conducted by the Company Group as of as of the date of Executive's termination, other than any greenfield plants for business that is not directly related to the production business conducted by the Company Group as of uncoated free sheet paper the date hereof as such business may be extended or corrugated container boardexpanded, anywhere within the United States; provided that no Restricted Person shall be deemed or proposed to be taking extended or expanded prior to date of Executive's termination; provided, that nothing herein shall prohibit Executive from investing in stocks, bonds, or other securities in any business if: (i) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an action over the counter market, and such investment does not exceed, in violation the case of any capital stock of any one issuer two percent (2%) of the issued and outstanding capital stock or in the case of bonds or other securities, two percent (2%) of the aggregate principal amount thereof issued and outstanding, or (ii) such investment is completely passive and no control or influence over the management or policies of such business is exercised. For purposes of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto7(a), (x) ownership of Buyer Common Stock as a result the business of the Purchase and Sale Transaction, Company Group shall only be "proposed to be extended or expanded" if: (yi) ownership of less than 5% Executive has actual knowledge of the outstanding stock proposed extension or expansion of any publicly-traded corporation, the business of the Company Group on or prior to the date that Executive's employment is terminated; (zii) acquisition the proposed extension or expansion of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a the business that competes with the Business. The parties hereto agree that the covenant is set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area written business plan of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision Company; and (iii) such written business plan has been adopted by the Board not later than thirty (30) days following the date that Executive's employment is valid terminated and enforceable and that comes closest to expressing Executive is notified in writing of such adoption promptly following the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedsame.

Noncompetition. From and after The "Noncompete Period" shall be the Closing, in consideration Term plus the one (1) year period immediately following termination of the mutual covenants provided Executive's employment with the Company irrespective of the reason for, or circumstances surrounding, such termination. In consideration for herein but subject the compensation payable to the limitations set forth in Executive pursuant to this Agreement, including without limitation the last sentence of this Section 8Xstock options and Restricted Stock Units granted to the Executive hereunder, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted PersonNoncompete Period, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IVExecutive will not directly, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate whether as an officer, director, stockholder, partner, proprietor, associate, employee, consultant, representative or otherwise, become, or be interested in or associated with any greenfield plants for other person, corporation, firm, partnership or entity, engaged to a significant degree in (x) developing, manufacturing, marketing or selling enzymes, protein-based biopharmaceuticals or other pharmaceuticals that are modified using polyethylene glycol ("PEG"), (y) developing, marketing or selling single-chain antigen-binding proteins or (z) any specific technology or specific area of business in which the production Company becomes involved to a significant degree during the Term. For purposes of uncoated free sheet paper or corrugated container boardthe preceding sentence, anywhere within to determine whether any entity is engaged in such activities to a "significant degree", comparison will be made to the United States; provided Company's operations at that no Restricted Person shall time. In other words, an entity will be deemed to be taking engaged in an action activity to a significant degree if the number of employees and/or amount of funds devoted by such entity to such activity would be material to the Company's operations at that time. The Executive is hereby prohibited from ever using any of the Company's proprietary information or trade secrets to conduct any business, except for the Company's business while the Executive is employed by the Company as provided in violation Section 5(b) hereof. The provisions contained in this Section 5(a) shall survive the termination of the Executive's employment pursuant to Section 9 hereof or otherwise. In the event the Executive breaches any of the covenants set forth in this Section 5(a), the running of the period of restriction set forth herein shall be tolled for the period during which the breach exists and recommence upon the Executive's compliance with the terms of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed5(a).

Noncompetition. From Each of Seller, Optionee and ▇▇▇ and their respective Affiliates covenant and agree that, for a period of three years from and after the ClosingClosing Date, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, it shall not (i) compete with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not toBuyers, directly or indirectly, build whether individually or as owner, stockholder, member, director, agent, consultant, employee, independent contractor or otherwise, of any corporation, partnership, proprietorship or other business organization or association, in the development or marketing of any computer software program that performs or is intended to perform functions substantially similar to any of those performed by the Products at Closing or (ii) offer employment to, or induce or attempt to induce any director, officer, employee, agent, or customer, supplier or lessor of BMC or its subsidiaries to terminate such position or relationship with BMC or its subsidiaries. Notwithstanding anything to the contrary contained herein, Seller and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person ▇▇▇ and their respective Affiliates shall not be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, prohibited from (x) ownership making minority, passive investments in companies whose securities are publicly traded and that compete with Buyers or any of Buyer Common Stock as a result of the Purchase and Sale Transaction, their assigns or (y) ownership marketing computer software programs that perform or are intended to perform functions substantially similar to existing Enlighten and COS/MANAGER software products currently distributed by Seller. Seller and ▇▇▇ acknowledge that this covenant not to compete is ancillary to the sale of less than 5% certain assets of Seller s and ▇▇▇ s businesses from which Seller and ▇▇▇ will receive good and valuable financial consideration, is reasonably necessary to protect the outstanding stock Assets being acquired by Buyers and does not impose an undue or unreasonable hardship upon Seller, Optionee or ▇▇▇. If, however, any portion of any publicly-traded corporation, or (z) acquisition of any Person (whether this covenant is found by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares to be unreasonable, Seller, Optionee and ▇▇▇ agree that the covenant shall be reformed by the court whereby it is reasonable and, as reformed, shall be enforced by the court prospectively. Notwithstanding the foregoing, it is hereby agreed that any term performance by Seller, Optionee or provision ▇▇▇ of their obligations required under this Agreement, including without limitation, all obligations under the Retained Distribution Agreements or Retained Licenses or under Section 8X is invalid or unenforceable, the 9.05 hereof shall not be considered a default of this Section 9.01. The parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area $750,000 of the term or provision, consideration payable to delete specific words or phrases, or BMC is allocable to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealednoncompetition covenant.

Noncompetition. From Seller recognizes that (i) Buyer's entering into this Agreement is induced primarily because of the covenants and after assurances made by Seller hereunder, including, without limitation, the Closingcovenants and assurances contained in this Section 9, (ii) Seller's covenant not to compete is necessary to insure the continuation of the business of Buyer in respect of the Assets subsequent to Closing and (iii) irreparable harm and damage will be done to Buyer in the event that Seller, or any of Seller's affiliates, competes with Buyer within the area or areas specified in this Section. Therefore, in consideration of the mutual covenants provided premises and as an inducement for herein but subject Buyer to enter into this Agreement and consummate the limitations set forth transactions contemplated herein, Seller and Seller's affiliates, including, without limitation, all of Seller's shareholders, who have joined in the last sentence execution of this Agreement for the purpose of acknowledging their agreement to be bound by the provisions of this Section 8X9, during the agree that for a period beginning on of five (5) years from and after the Closing Date and ending on the earlier of the third anniversary of the Closing Date andDate, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), neither Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not tonor Seller's affiliates will, directly or indirectly, build and operate in any greenfield plants for capacity, own, manage, operate, control, participate in the production management or control of, be employed by, or maintain or continue any interest whatsoever in any enterprise engaged in any business similar to the business of uncoated free sheet paper Buyer in respect of the Assets within a 100-mile radius of the Stations. Seller further agrees that if any restriction contained in this Section is held by any Court to be unenforceable or corrugated container boardunreasonable, anywhere within the United States; provided that no Restricted Person a lesser restriction shall be deemed to severable therefrom and be taking an action enforced in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provisionplace, and this Agreement the remaining restrictions contained herein shall be enforceable as so modified after independently of each other. In the expiration event of an actual or threatened breach of this covenant by Seller, Buyer shall be entitled to injunctive relief, without the time within which the judgment may be appealednecessity of posting a bond, cash or otherwise.

Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date Executive agrees that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall Executive will not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly --------------- or indirectly, build and operate do any greenfield plants of the following: (a) Competition with the Company. For a period of time from the date ---------------------------- hereof until [twelve] [six] months following the termination of Executive's employment hereunder if such termination of Executive's employment is for cause by the production Company or by reason of uncoated free sheet paper Executive's resignation without good reason, Executive agrees not to compete with the Company or corrugated container boardany of its lessees, anywhere within the United States; provided franchisees, management companies or affiliated partnerships as an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, investor, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that no Restricted Person shall be deemed resides with him to be taking an action or become, or himself be or become interested in violation or associated with any person, corporation, firm or business engaged in the operation of this Section 8X by virtue a hotel or motel within a twenty (20) mile radius of any Signature Inn or ▇▇▇▇▇▇▇ Inn in operation at the time of the termination of employment. Executive acknowledges that the restricted period of time and geographic region specified are reasonable in view of the nature of the business in which the Company or any of its lessors, lessees, franchisees, management companies or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result affiliated partnerships is engaged and Executive's knowledge of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scopeCompany's operations. If the final judgment scope of a court any stated restriction is too broad to permit enforcement of competent jurisdiction declares such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted bylaw. Executive hereby agrees that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area regardless of the term or provisionactual date employment commences, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that this covenant is valid and enforceable and that comes closest to expressing the intention supported by consideration consisting of the invalid or unenforceable term or provisionacquisition of Signature and its good will by ▇▇▇▇▇▇▇ Inns, Inc. pursuant to the Merger Agreement and the continued employment of Executive by the Company, and refusal to abide by this Agreement shall be enforceable as so modified after covenant constitutes just cause for termination of such employment and the expiration obligation of the time within which the judgment may be appealedCompany or ▇▇▇▇▇▇▇ Inns, Inc. to pay any compensation due to Executive hereunder, including any termination payment otherwise due hereunder.

Noncompetition. From (a) For a period of four (4) years from the Effective Date, Seller agrees that it will not directly or indirectly engage in the (1) manufacture, sale, import, export or distribution of Licensed Products and after the ClosingImprovements; or (2) repair and overhaul Licensed Products and Improvements , in consideration of the mutual covenants provided for herein but subject to the limitations set forth each case in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Exclusive Licensed Field (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsActivities”) not to); provided, directly or indirectlyhowever, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person nothing in this Section 6.10 shall be deemed to limit in any way the conduct of the Excluded Licensed Product Lines , and such activities and business shall be taking an action in violation excluded from the definition of Restricted Activities for all purposes related to this Agreement. In the event of any assignment of this Agreement pursuant to Section 8X by virtue 8.6, the obligations of Seller under this Section 6.10 shall terminate. (b) The restrictions set forth in this Section 6.10 shall not be construed to prohibit or restrict Seller or its Affiliates from acquiring any Person or business that engages in the Restricted Activities, provided that (i) the engagement in such Restricted Activities do not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in United States dollars or calculated in United States dollars utilizing the relevant and then applicable current foreign exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business) or (ii) if the Restricted Activities constitute in excess of forty percent (40%) of the revenues of the Person or business acquired, Seller shall (1) promptly provide written notice to Purchaser after its acquisition of such Person or business and (2) use its commercially reasonable efforts to divest that portion of the Person or business that engages in the Restricted Activities within twelve (12) months after its acquisition of such Person or business. (c) Notwithstanding this Section 6.10, if Article 2 (License) is terminated before the second anniversary of the Effective Date, Seller’s noncompetition obligation set forth in this Section 6.10 shall be terminated and of no further force and effect. (d) Notwithstanding anything to the contrary in this Agreement (or the Transaction Documents), this Section 6.10 shall not apply (i) to any business or operations of Seller or any of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related theretoAffiliates which are transferred to any third party after the date hereof, (xii) ownership any subsidiaries of Buyer Common Stock Seller the stock of which is transferred to any third party after the date hereof, (iii) any affiliate of Seller who becomes an affiliate as a result of the Purchase and Sale Transaction, (y) ownership a change in control of less than 5% of the outstanding stock of any publicly-traded corporation, Seller or (ziv) any acquisition of securities by Seller’s (or any Person (whether by asset purchaseof Seller’s Affiliate’s) pension trust or similar employee benefit plan investment vehicle, stock purchase, merger or otherwise) engaged in a business provided that competes any securities acquired shall be held for investment purposes only and such benefit plans comply with the Business. The parties hereto agree that Employee Retirement Income Security Act of 1974 requirements as to the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment independence of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedinvestment decisions.

Noncompetition. From As an inducement for Buyer to enter into this Agreement, Seller and after Parent agree that for a period of three years following the ClosingClosing Date (the "Non-Competition Period"), neither of them (nor any division or subsidiary of Parent) shall directly or indirectly own, manage, operate, assist, join, control or participate in consideration the ownership, management, operation or control of, or be connected as a partner, consultant or otherwise with, any third party that directly or indirectly competes with, or is about to compete with, the business of the mutual covenants provided for herein but subject to Company and the limitations Subsidiaries as it shall exist on the Closing Date. In recognition that the business of the Company and the Subsidiaries is currently conducted throughout the world, the restrictions set forth in the last foregoing sentence of this Section 8X, during shall have no geographic limits. In the period beginning on event the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant restrictions set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a this subsection (5.12) shall be determined by any court of competent jurisdiction declares that to be unenforceable by reason of its extending over too great a period of time or over too great a geographical area or by reason of its being too extensive in any term other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Nothing contained in this subsection (5.12) shall restrict Seller, Parent or Parent's pension plan from owning 5% or less of the corporate securities of any third party which securities are listed on any national securities exchange or authorized for quotation on the Automated Quotation System of the National Association of Securities Dealers, Inc., if none of them has any other connection or relationship, direct or indirect, with such third party, nor 57 prevent Parent or any division or subsidiary of Parent from conducting their business as currently being conducted. Pre- and Post-Closing Cooperation. --------------------------------- Prior to, at and, at Buyer's sole out-of-pocket cost and expense, for a reasonable period subsequent to the Closing, Seller and Parent shall cooperate with Buyer in connection with (i) the initiation by Buyer of administrative, legal and management functions previously provided by Seller, Parent or their affiliates with respect to the businesses of the Company and the Subsidiaries, (ii) the efforts by Buyer to complete its financing with respect to this transaction (including the provision of information and access to Parent's accountants and auditors and the reasonable assistance of management of the Company and the Subsidiaries), (iii) the making of future filings with the Securities and Exchange Commission, including the assistance and cooperation of Parent and its auditors in the preparation of financial statements for such filings and the provision of any necessary consents in connection therewith and (iv) Buyer's handling following the Closing of any liabilities and obligations of the Company and the Subsidiaries with respect to which Seller has no responsibility pursuant to Section 8X is invalid 8.1 or unenforceableotherwise. Such cooperation shall include, but not be limited to, the parties agree that the court making the determination provision by Seller and Parent of invalidity any documents (or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealedcopies thereof) reasonably requested by Buyer.

Noncompetition. From and (a) For a period of twenty-four (24) months after EMPLOYEE is no longer employed (for any reason whatsoever) by GRACE, EMPLOYEE will not, without the Closingprior written consent of an authorized officer of GRACE, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereofi) owns or acquires (directly or indirectlyindirectly engage in or (ii) equity securities assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of such Restricted Person principal whatsoever (provided that represent ownership of not more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers two (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”2) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% percent of the outstanding stock of any publicly-a corporation traded corporation, on a national securities exchange shall not of itself be viewed as assisting or having an active interest) or (ziii) acquisition enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business product that competes with or is similar to any product manufactured, sold or under development by GRACE at any time while EMPLOYEE was employed by GRACE, in any area of the Business. The parties hereto agree world in which such product is, at the time EMPLOYEE ceases to be employed, manufactured or sold by GRACE, provided that the covenant set forth in Section 8X is reasonable this restriction shall apply only with respect to its durationthe products with whose development, geographical area manufacture, or sale EMPLOYEE was concerned or connected in any way during the twenty-four (24) month period immediately prior to EMPLOYEE’s ceasing to be an employee of GRACE. (b) EMPLOYEE hereby acknowledges and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree confirms that the court making the determination business of invalidity or unenforceability shall have the power to reduce the scope, duration or area GRACE extends throughout substantial areas of the term or provisionworld. During the course of EMPLOYEE’s employment with GRACE, EMPLOYEE’s involvement with the business of GRACE may vary as to delete specific words or phrases, or products and geographic area. It is GRACE’s practice to replace any invalid or unenforceable term or provision enforce this noncompetition covenant only to the extent necessary to protect GRACE’s legitimate interests commensurate with a term or provision that is valid and enforceable and that comes closest to expressing EMPLOYEE’s involvement with the intention business of the invalid or unenforceable term or provisionGRACE during EMPLOYEE’s employment, and EMPOYEE acknowledges and confirms that GRACE may enforce this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealednoncompetition covenant consistent with such practice.

Noncompetition. From (i) Executive acknowledges and after agrees that: (A) Executive’s services pursuant to this Agreement are unique and extraordinary, and that Executive will have access to and control of Confidential Information of HCPI which is vital to the Closingsuccess of HCPI’s business, (B) because of Executive’s knowledge of HCPI’s Confidential Information it is unlikely that Executive could work for a Competitor of HCPI (as defined below) without divulging such Confidential Information; and (C) the business of HCPI is national in scope and cannot be confined to any particular geographic area of the United States. (ii) For the foregoing reasons, and in consideration of for the mutual covenants provided for herein but subject payments and benefits offered by HCPI under this Agreement, Executive hereby agrees to the limitations set forth in following: A. During the last sentence Employment Period and for a twelve (12) month period commencing with Executive’s Date of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons Termination (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted PersonsCovenant Period”) not to), Executive shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly, build and operate engage in any greenfield plants for activity with a competitor of HCPI in the production of uncoated free sheet paper health care real estate acquisition, development, management, investment or corrugated container board, anywhere within financing industry (a “Competitor”). Notwithstanding the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceableforegoing, the parties agree that Executive will serve as a Governor and Chief Manager of MedCap Holding IX L.L.C. for the court making purpose of owning the determination Sparks properties in Arkansas with intention of invalidity or unenforceability shall have selling the power same, oversight of that certain Swap Agreement with Wachovia and certain interest rate caps, and other limited business activities related to reduce post closing adjustments and claims and other matters directly related to the scope, duration or area foregoing and that such service will not be deemed to be a violation of the term foregoing. B. Eligibility for Severance Payments and other benefits under this Agreement is contingent upon Executive’s agreement and compliance with the covenant as stated in this Section 6(b). No further payments or provision, eligibility for benefits continuation will be available to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing Executive if Executive violates the intention of the invalid or unenforceable term or provisioncovenants stated herein, and Executive shall be required to repay any Severance Payments and benefits previously provided by HCPI, in addition to any other remedies that HCPI may have. C. It is a specific condition of this Agreement that Executive shall advise in writing any person or entity whom a reasonable person would believe to be a Competitor and with whom Executive is contemplating entering into a business relationship of Executive’s obligations pursuant to this Agreement and specifically to disclose all covenants contained in this Section 6. It is also a specific condition of this Agreement that so long as Executive is receiving any Severance Payments or benefits under this Agreement with respect to any type of termination, Executive shall be enforceable obligated to immediately notify HCPI as so modified after to the expiration specifics of any new position or business venture that Executive is planning to commence as an employee or consultant or otherwise, and to take affirmative steps to assure HCPI that Executive will not divulge any of HCPI’s Confidential Information or otherwise violate the time within which the judgment may be appealedcovenants in this Section 6 in such position or business venture.