Common use of Restricted Activities Clause in Contracts

Restricted Activities. While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. While In consideration of the Executive is employed grant of this award, the Employee agrees to comply with and be bound by the Company following restrictive covenants (each a “Restricted Activity” and for a period of twenty-four (24) months after together the termination or cessation of such employment for any reason, the Executive will not directly or indirectly:“Restricted Activities”): (a) Engage in any business or enterprise (whether as ownerthe Employee will not, partner, officer, director, employee, consultant, investor, lender or otherwise, except as either during the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the CompanyEmployee’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated employment by the Company or an Affiliate or at any time thereafter, except in connection with the performance of its subsidiaries the Employee’s job duties for the benefit of the Company, use, disclose or divisions misappropriate any Company-Confidential Information (as defined below) unless the Company or under lease for operation an Affiliate consents otherwise in writing. “Company-Confidential Information” shall have the same meaning as aforesaid; orprovided in the Company’s Code of Ethics and Business Conduct, and shall include without limitation any confidential, secret or proprietary knowledge or information of the Company or an Affiliate that the Employee has acquired or become acquainted with during the Employee’s employment with the Company or an Affiliate. For the avoidance of doubt, nothing in this paragraph or any other provision of this Agreement precludes you from reporting to the Company’s management or directors or to the government, a regulator, or a self-regulatory agency conduct that you believe to be in violation of the law, or responding truthfully to questions or requests from the government, a regulator, a self-regulatory agency, or in a court of law. (b) Either alone the Employee will not, during the Employee’s employment by the Company or in association with others an Affiliate and during the Applicable Post-Employment Restricted Period, directly or indirectly, on behalf of the Employee or any other person (i) including but not limited to any Talent Competitor (as defined below)), solicit, induce or permit encourage any organization person then employed, or employed within the 180-day period preceding the Employee’s termination, by the Company or an Affiliate to terminate or otherwise modify their employment relationship with the Company; (c) the Employee will not, during the Employee’s employment by the Company or an Affiliate and during the Applicable Post-Employment Restricted Period, on behalf of the Employee or any other person (including but not limited to any Talent Competitor (as defined below)), hire, retain or employ in any capacity any person then employed, or employed within the 180-day period preceding the Employee’s termination, by the Company or an Affiliate; (d) the Employee will not, during the Employee’s employment by the Company or an Affiliate and during the Applicable Post-Employment Restricted Period, directly or indirectly controlled by indirectly, on behalf of the Executive Employee or any other person (including but not limited to solicitany Talent Competitor), solicit any employee customer, client or account of the Company or an Affiliate, or otherwise seek to leave the employ divert any customer, client or account of the CompanyCompany or an Affiliate away from engaging in business with the Company or an Affiliate. For purposes of this subparagraph, “customer, client or account” shall include the following: then-current customers, clients, or accounts of the Company or an Affiliate; any customers, clients or accounts that had been represented by or had a business relationship with the Company or an Affiliate within the 365-day period preceding the Employee’s termination; and any individual, company or other form of legal entity that had been solicited or pitched for business by the Company or an Affiliate within the 365-day period preceding the Employee’s termination, if the Employee was involved in any capacity in the solicitation or pitch; (e) the Employee will not, during the Employee’s employment by the Company or an Affiliate and during the Applicable Post-Employment Restricted Period, without the prior written consent of the Company or an Affiliate, (x) become a director, officer, employee, partner, consultant or independent contractor of, or otherwise work or provide services for, a Talent Competitor doing business in the same geographic or market area(s) in which the Company or an Affiliate is also doing business, or (iiy) solicit for employmentacquire any material ownership or similar financial interest in any such Talent Competitor; (f) the Employee will not, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by either during the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed Employee’s employment by the Company or an Affiliate or at any time thereafter, make disparaging, derogatory, or defamatory statements about the time of Company or an Affiliate in any public forum or media; and (g) the termination or cessation of Employee will not, either during the ExecutiveEmployee’s employment by the Company or an Affiliate or at any time thereafter, fail to cooperate fully with the Company; provided that this clause (ii) shall not apply and provide full and accurate information to the solicitationCompany and its counsel with respect to any matter (including any audit, hiring tax proceeding, litigation, investigation or engagement of any individual whose employment governmental proceeding) with respect to which the Company has been terminated Employee may have knowledge or information, subject to reimbursement for a period of six (6) months or longer at actual, appropriate and reasonable expenses incurred by the time of such solicitation, hiring or employmentEmployee.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries: (a) While the Executive is employed by the Company and for a period of twentyone (1) year after his employment terminates (in the aggregate, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except (i) compete with the Company anywhere throughout the world where, as the holder of not more than 1% of the outstanding stock of a publicly-held companyTermination Date, the Company sells Products or conducts its business activities, has sold Products or has conducted such business activities, or intends to sell Products or conduct such business activities, or (ii) that is undertake any planning for any business competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in association with others (i) solicit, or permit any organization manner in any activity that is directly or indirectly controlled by competitive or potentially competitive with the Executive to solicit, any employee business of the Company to leave the employ or any of the Company, its Subsidiaries as conducted or (ii) solicit for employment, hire or engage as an independent contractor, or permit under consideration at any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of during the Executive’s employment with the Company; provided that this clause Company or any of its Subsidiaries (ii) shall not apply including prior to the solicitationdate hereof). For the purposes of this Section 9, hiring or engagement of any individual whose the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company has been terminated for or its Subsidiaries, that could reasonably give rise to a period conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or longer at attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the time Company or any of its Subsidiaries or anyone who was such solicitationan independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or employmentany attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries: (a) While the Executive is employed by the Company and for one (1) year from the later of the Termination Date or the last date on which the Executive receives a period of twentyseverance payment from the Company (in the aggregate, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder otherwise (other than through ownership of not more publicly-traded capital stock of a corporation which represents less than one (1% %) of the outstanding capital stock of a publicly-held companysuch corporation), (i) that is compete with the Company or any Subsidiary in any business activities, in the United States or in any other country, which the Company or any Subsidiary shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in association with others (i) solicit, or permit any organization manner in any activity that is directly or indirectly controlled by competitive or potentially competitive with the Executive to solicit, any employee business of the Company to leave the employ or any of the Company, its Subsidiaries as conducted or (ii) solicit for employment, hire or engage as an independent contractor, or permit under consideration at any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of during the Executive’s employment with the Company; provided that this clause Company or any of its Subsidiaries (ii) shall not apply including prior to the solicitationdate hereof). (b) The Executive agrees that, hiring or engagement of any individual whose during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company has been terminated for or its Subsidiaries, that could reasonably give rise to a period conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or longer at attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the time Company or any of its Subsidiaries or anyone who was such solicitationan independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or employmentany attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries (including physicians holding clinical privileges at any surgical facility in which the Company has a direct or indirect ownership interest or with which a subsidiary of the Company has a management agreement) to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries.

Restricted Activities. The Employee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (a) While the Executive Employee is employed by the Company and for a period of twenty-four (24) months after his employment terminates (in the termination or cessation of such employment for any reasonaggregate, the Executive will not "Non-Competition Period"), the Employee shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as compete with the holder of Company's Business anywhere in the world. The foregoing, however, shall not prevent or restrict the Employee from owning, directly or indirectly, not more than 1% five percent (5%) of the outstanding stock voting securities of any publicly traded company for the sole purpose of a publiclypassive investment. For the purposes of this Section 9, the Company's Business means researching and developing a discovery platform that identifies novel, non-held companyobvious combinations of active molecules that will then become patent-protected therapeutics, utilizing an automated, high-throughput process to search the combinatorial space using disease-specific assays. (b) that is competitive The Employee further agrees that, during the Non-Competition Period, other than on behalf of the Company during his employment hereunder or through responses to general advertisements and headhunters which, in either case, are not specifically targeted to Company employees, the Employee will not hire or attempt to hire any employee of the Company, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company’s business. A Company or solicit or encourage any Person to hire any such employee; solicit or encourage any independent contractor providing services to the Company to terminate or diminish its relationship with the Company or solicit or encourage any Person to hire or engage any such independent contractor; or solicit or encourage any customer, supplier or vendor of the Company to terminate or diminish its relationship with it, or, in the case of a customer, to conduct with any Person any business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club activity which such customer conducts or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes could conduct with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates; or divisions solicit or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit encourage any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company foregoing to leave the employ of the Companyterminate or breach any agreement, written or (ii) solicit for employmentoral, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period or any of six (6) months or longer at the time of such solicitation, hiring or employmentits Affiliates.

Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: (i) While the Executive is employed by the Company and for a during the one-year period following termination of twenty-four (24) months after the termination or cessation of such Executive’s employment for any reasonreason (collectively, the “Restricted Period”), the Executive will not not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse storeengage in, or undertake any other planning to engage in, the business that competes with of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the Company. Competitive business “Business”) anywhere in the world. (ii) During the Restricted Period, the Executive will not, directly or enterprise also includes any store indirectly, solicit for hiring or business operated or owned by Wal-Mart Storesengagement, Inc., Costco Wholesale Corporationhire, or engage any employee or independent contractor of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates, or divisions seek to persuade any such employee or under lease independent contractor to discontinue or modify his, his or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for operation as aforesaid; or employees or independent contractors that is not directed at any such person and (b) Either alone nothing in this Section 3(b)(ii) will prohibit the solicitation or in association with others (i) solicit, or permit hiring of any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person individual who was is no longer employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer its Affiliates at the time of such solicitationsolicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring. (iii) During the Restricted Period, hiring the Executive will not, directly or employmentindirectly, in any way intentionally interfere with the relationship between the Company or any of its Affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its Affiliates, provided that soliciting or engaging in business with the Company’s or any of its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to violate this Section 3(b)(iii) solely by reason thereof. This Section 3(b)(iii) shall in no way limit the provisions of Section 3(b)(i).

Restricted Activities. While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. While The Executive agrees that the Executive is employed by following restrictions on his activities during and after his employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: a) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. b) During the Term and for a period of twenty-four (24) months after his employment terminates (the termination “Restricted Period”), the Executive shall not, directly or cessation indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of such employment its Affiliates within any geographic area in which the Company or any of its Affiliates does business or undertake any planning for any reasonbusiness competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 10, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. c) During the Restricted Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder customer of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates to terminate or divisions diminish its relationship with them; or under lease for operation as aforesaid; or (b) Either alone seek to persuade any such customer or in association prospective customer of the Company or any of its Affiliates to conduct with others anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (iy) solicitonly with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or been introduced to, or permit any organization directly otherwise had contact with, such Person as a result of his employment or indirectly controlled by other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. d) During the Restricted Period, the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to leave the employ persuade any employee of the Company, Company or any of its Affiliates to discontinue employment or (iib) solicit for employmentor encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, hire an “employee” of the Company or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its Affiliates is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentpreceding two years.

Restricted Activities. While the Executive is employed by the Company and for a period of twenty-four twelve (2412) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. In exchange for good and valuable consideration including, without limitation, the grant of stock options hereunder, the Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. (a) While the Executive is employed by the Company Company, and for a through the last day of the twelve (12) month period following his termination of twentyemployment or, if later, the last day of the Continuation Period (whichever applies, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not directly or indirectly: (a) Engage in any business or enterprise (shall not, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete in any material manner with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates in the Business anywhere in the United States, Canada or divisions Europe; provided that the Executive shall be permitted to own, as a passive investor, not more than 5% of the publicly-traded securities of any Person; provided, further, that the foregoing prohibition shall not apply to any Person which competes with the Company in the Business in the United States, Canada or under lease for operation Europe through a division, subsidiary or other business unit of such Person so long as aforesaid; or (b) Either alone the Executive does not himself so compete and does not work or in association with others (i) solicitconsult for, or permit otherwise give advice to, any organization directly division, subsidiary or indirectly controlled by business unit that does so compete. Specifically, but without limiting the foregoing, the Executive agrees not to solicit, engage in any employee of manner in any activity that is competitive in any material manner with the Company to leave the employ of the CompanyBusiness. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (ii12) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive months prior to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with has been, a customer of the Company; provided that Company or any of its Affiliates. For the purposes of this clause Agreement, the “Business” shall mean the designing, developing, manufacturing, producing, marketing, distributing, selling and supporting of (i) roller, ice and in-line skates, (ii) shall hockey equipment and apparel, namely roller, ice, in-line and street hockey equipment and apparel, and (iii) any other line of business in which the Company or any of its Affiliates is engaged, or has taken significant steps in connection with the preparation of engaging, in any material way, as of the Executive’s termination of employment. (b) The Executive further agrees that during the Non-Competition Period, the Executive will not apply hire or attempt to hire any Person who is (or within the solicitationsix months prior to such date has been ) an employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or engagement of any individual whose employment her relationship with the Company or any of its Affiliates, or solicit or encourage any Person which is (or within the six months prior to such date has been terminated for ) a period customer or vendor of six (6) months the Company or longer at any of its Affiliates to terminate its relationship with them, or, in the time case of a customer, to conduct with any Person any business or activity which such solicitationcustomer conducts or could conduct with the Company or any of its Affiliates. The Executive further agrees that during the Non-Competition Period he shall not make false, hiring misleading or employmentdisparaging statements about the Company or its Affiliates including, without limitation, their products, services, management, shareholders, employees and customers. The Company further agrees that during the Non-Competition Period it will instruct its employees not to make false, misleading or disparaging statements about the Executive.

Restricted Activities. (a) While the Executive is employed by the Company and for a period of twenty-four twelve (2412) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage indirectly engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries: (a) While the Executive is employed by the Company and for a period of twentyone (1) year after his employment terminates (in the aggregate, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder otherwise (other than through ownership of not more publicly-traded capital stock of a corporation which represents less than one (1% %) of the outstanding capital stock of a publicly-held companysuch corporation), (i) that is compete with the Company in any business related to developing, selling, licensing or otherwise providing software Products and related services to physicians, hospitals or other medical establishments in the United States or such other business activities which the Company shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in association with others (i) solicit, or permit any organization manner in any activity that is directly or indirectly controlled by competitive or potentially competitive with the Executive to solicit, any employee business of the Company to leave the employ or any of the Company, its Subsidiaries as conducted or (ii) solicit for employment, hire or engage as an independent contractor, or permit under consideration at any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of during the Executive’s employment with the Company; provided that this clause Company or any of its Subsidiaries (ii) shall not apply including prior to the solicitationdate hereof). (b) The Executive agrees that, hiring or engagement of any individual whose during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company has been terminated for or its Subsidiaries, that could reasonably give rise to a period conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or longer at attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the time Company or any of its Subsidiaries or anyone who was such solicitationan independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or employmentany attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twentyone (1) year after his employment terminates (unless the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within two (2) years following a Change of Control pursuant to Section 5(g) hereof) (together, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as compete with the holder Company or any of its Affiliates within the United States or in any other geographic area in which the Company or any of its Affiliates is then doing business. Specifically, but without limiting the foregoing, the Executive agrees not more than 1% to engage in any manner in any activity that is directly or indirectly competitive with the business of the outstanding stock Company or any of a publicly-held company) its Affiliates as conducted or under active consideration by the Company at the time the Executive’s employment is terminated hereunder or at any time during the two year period prior to the termination of the Executive’s employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the Company’s business. A business as conducted or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (under active consideration by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Company or any of its Affiliates for which the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, Executive has provided services at the time of termination of the Executive’s employment hereunder or at any time during the two year period prior to the termination of the Executive’s employment. For the purposes of this Section 9, operated by the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity or other securities of any publicly traded company. (b) The Executive agrees that, during the Non-Competition Period, the Executive will not directly or indirectly (a) solicit or encourage any customer or vendor of the Company or any of its subsidiaries Affiliates to terminate or divisions diminish its relationship with them; or under lease for operation as aforesaid; or (b) Either alone seek to persuade any such customer, vendor or in association prospective customer or vendor of the Company or any of its Affiliates to conduct with others anyone else any business or activity which such customer, vendor or prospective customer or vendor conducts or could reasonably conduct with the Company or any of its Affiliates. (ic) solicitThe Executive agrees that during the Non-Competition Period, or permit any organization directly or indirectly controlled by the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to leave the employ persuade any employee of the Company, Company or any of its Affiliates to discontinue employment or (iib) solicit for employmentor encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, hire an “employee” of the Company or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its Affiliates is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentpreceding two years.

Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twentytwelve (12) months after his employment terminates, regardless of the basis or timing of that termination, (the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on or be engaged in or have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business which is competitive with the Business of the Company or any of its Affiliates or undertake any planning for any business competitive with the Business of the Company or any of its Affiliates within any jurisdiction listed on Exhibit D hereto, or any other jurisdiction within which the Company and/or any of its Affiliates conducts business or has specific plans to conduct business at or prior to the date that the Executive’s employment terminates (the “Restricted Area”). Specifically, but without limiting the foregoing, the Executive agrees not to, without the prior written consent of the Company, engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the Business of the Company or any of its Affiliates, as conducted or under consideration at any time during the Executive’s employment, within the Restricted Area and further agrees not to work for or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the Business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment within the Restricted Area. The foregoing, however, shall not prevent the Executive’s passive ownership of three (3) percent or less of the equity or debt securities of any publicly traded company. The Company hereby acknowledges that it has approved of the Executive making the investments outlined, generally, in a letter from the Company to the Executive even-dated herewith, and that such investments, as described in such letter, shall not constitute a violation of the terms of this Agreement. (b) Subject to anything else contained in this Agreement (including, without limitation, under Sections 3(c) and (d) hereof), the Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the Business of the Company or any of its Affiliates that could reasonably give rise to a conflict of interest or otherwise interfere with any of his duties or obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and for a period of twenty four (24) months after his employment terminates, regardless of the basis or timing of that termination (the “Non-Solicitation Period”), he will not directly or cessation indirectly (i) solicit or encourage any Customer or Prospective Customer to terminate or diminish its relationship with the Company or its Affiliates; or (ii) seek to persuade any such Customer or Prospective Customer to conduct with anyone else any business or activity which such Customer or Prospective Customer conducts or could reasonably be expected to conduct with the Company or any of its Affiliates; provided that these restrictions shall apply during the Non-Solicitation Period only if the Executive has performed work for such Customer or Prospective Customer during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Customer or Prospective Customer as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information that would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that during his employment for (excluding any reasonactivities undertaken on behalf of the Company or any of its Affiliates in the course of his duties) and during the Non-Solicitation Period, the Executive will not, and will not directly assist any other Person to, (i) hire or indirectly: (a) Engage in solicit for hiring any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% employee of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Company or any of its Affiliates or seek to persuade any employee of the respective affiliates thereof. The term “then existing” Company or any of its Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them; provided, however, that during the Non-Solicitation Period, (x) these restrictions shall refer apply only to employees and independent contractors who have provided services to the Company at any such warehouse store that is, at time within the time two (2) years preceding the date of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation (y) these restrictions shall not apply as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive it relates to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with executive assistant, and (z) the Company; provided that this clause (ii) restrictions against solicitation shall not apply with respect to any general solicitations of employees or independent contractors issued to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentgeneral public.

Restricted Activities. While (a) The Executive acknowledges that he is bound by certain obligations to the Executive is employed Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Group Members: (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for a period of twenty-four six (246) months after his employment terminates (the termination “Restricted Period”), the Executive shall not, directly or cessation of indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such employment Group Member does business or undertake any planning for any reasonbusiness competitive with any Group Member. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any customer of any Group Member to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender activity which such customer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive prospective customer conducts or could conduct with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of its subsidiaries such Group Member at any time within the immediately preceding twelve (12) month period or divisions whose business has been solicited on behalf of the Company or under lease any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for operation such Person, or been introduced to, or otherwise had contact with, such Person as aforesaid; ora result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) Either alone solicit or in association encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with others (i) solicitthem. For the purposes of this Agreement, or permit an “employee” of any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, Group Member is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause preceding twelve (ii12) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentmonths.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twenty-four the twelve (2412) months after immediately following the termination of his employment (in the aggregate, the “Non-Competition Period”), the Executive shall not, without the express advance written permission of the Board (which permission may be granted or cessation denied in the sole discretion of the Board), directly or indirectly, in any capacity, whether as an owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete within the continental United States with the Company or any of its Affiliates for which the Executive has provided services or as to which he has had access to Confidential Information that would assist in competition against such Affiliate (collectively, the “Served Affiliates”). Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of the Served Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor, member of a board of directors or other governing board or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive, or is actively planning to become competitive, with the business of the Company or any of the Served Affiliates, as such business is conducted or in active planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or any of the Served Affiliates. For the purposes of this Section 8, the business of the Company and the Served Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of five percent (5%) or less of the equity securities of any reasonpublicly traded company. (b) The Executive agrees that, during his employment with the Company, he will not, without the express advance written permission of the Board (which permission may be granted or denied in the sole discretion of the Board) undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and during the Non-Competition Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% customer of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Company or any of the respective affiliates thereof. The term “then existing” shall refer Served Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such warehouse store customer or prospective customer of the Company or any of the Served Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of the Served Affiliates; provided that is, at the time of these restrictions shall apply after termination of the Executive’s employment, operated by employment with the Company (y) only with respect to those Persons who are or have been a customer of the Company or any of its subsidiaries the Served Affiliates at any time within the immediately preceding twelve month period or divisions whose business has been solicited on behalf of the Company or under lease any of the Served Affiliates by any of their officers, employees or agents within said twelve month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for operation such Person during his employment with the Company or one of the Served Affiliates or been introduced to, or otherwise had contact with, such Person as aforesaid; ora result of his employment or other associations with the Company or one of the Served Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (bd) Either alone or in association with others (i) solicitThe Executive agrees that during his employment and during the Non-Competition Period, or permit any organization directly or indirectly controlled by the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company to leave the employ or any of the Company, Served Affiliates or seek to persuade any employee of the Company or any of the Served Affiliates to discontinue employment or (iib) solicit for employment, hire or engage as an encourage any independent contractor, or permit any organization directly or indirectly controlled by the Executive contractor providing services to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time or any of the Served Affiliates to terminate or diminish its relationship with them. After termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply , an “employee” of the Company or any of its Affiliates or an “independent contractor providing services to the solicitation, hiring Company or engagement any of its Affiliates” shall mean any individual whose Person who was such at any time within the twelve months immediately preceding the date of termination of the Executive’s employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentCompany.

Restricted Activities. You agree that some restrictions on your activities during and after your employment are necessary to protect the goodwill, Confidential Information, Trade Secrets and other legitimate interests of the Company. (a) While the Executive is you are employed by the Company and for a period of twenty-four twelve (2412) months after your employment terminates (the termination or cessation of such employment for any reason“Restricted Period”) you shall not, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except (i) compete with the Company in the United States, or (ii) undertake any planning for any Business (as the holder of not more than 1% of the outstanding stock of a publicly-held companydefined below) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of exampleSpecifically, but without limiting the foregoing, you agree not to engage in any manner in any activity that is directly or indirectly competitive, or that intends to compete with, the Business of the Company as conducted or under consideration at any time during the last twelve (12) months of your employment. Restricted activity includes, without limitation, Sam’s Club accepting an employment, consulting or Costco)agency position with, warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles or becoming an owner, partner, investor or co-venturer of, any direct competitor business of any the Company. For the purposes of this Section 2, the “then existingBusiness” BJ’s Wholesale Club warehouse storeof the Company shall include the business of producing and processing fresh and prepared foods chicken products to retailers, distributors and foodservice operators, or any other substantially related business that competes the Company is engaged in or has made plans to engage in immediately prior to, and in fact does engage in following, the termination of your employment with the Company. Competitive The provisions of this Section 2 shall not be deemed breached as a result of your passive ownership of less than an aggregate of 1% of any class of securities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the Business of the Company, so long as you do not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities exchange. (b) You agree that during your employment with the Company, you will not undertake any outside activity, whether or not competitive with the Business of the Company, that could reasonably give rise to a conflict of interest or otherwise interfere with your duties and obligations to the Company. (c) During the Restricted Period, you will not hire or attempt to hire any employee of the Company, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company, or solicit or encourage any customer, client or vendor of the Company to terminate or diminish its relationship with them, or, in the case of a customer or client, to conduct with any Person any business or enterprise also includes activity which such customer or client conducts or could conduct with the Company. (d) During your employment and following your separation from the Company for any store reason, you shall not, whether in writing or business operated orally, malign, denigrate or owned by Wal-Mart Storesdisparage the Company, Inc., Costco Wholesale Corporationor their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective affiliates thereofpast or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray any of the aforementioned parties in an unfavorable light. The term “then existing” shall refer to any such warehouse store parties acknowledge that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or nothing in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (iiSection 2(d) shall not apply to prohibit you from testifying under oath in the solicitation, hiring course of a court or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentother legal proceeding.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries: (a) While the Executive is employed by the Company and for a period of twentytwo (2) years after his employment terminates (in the aggregate, the “Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except (i) compete with the Company anywhere throughout the world where, as the holder of not more than 1% of the outstanding stock of a publicly-held companyTermination Date, the Company sells Products or conducts its business activities, has sold Products or has conducted such business activities, or intends to sell Products or conduct such business activities, or (ii) that is undertake any planning for any business competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in association with others (i) solicit, or permit any organization manner in any activity that is directly or indirectly controlled by competitive or potentially competitive with the Executive to solicit, any employee business of the Company to leave the employ or any of the Company, its Subsidiaries as conducted or (ii) solicit for employment, hire or engage as an independent contractor, or permit under consideration at any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of during the Executive’s employment with the Company; provided that this clause Company or any of its Subsidiaries (ii) shall not apply including prior to the solicitationdate hereof). For the purposes of this Section 9, hiring or engagement of any individual whose the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company has been terminated for or its Subsidiaries, that could reasonably give rise to a period conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or longer at attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the time Company or any of its Subsidiaries or anyone who was such solicitationan independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or employmentany attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries.

Restricted Activities. The Executive agrees that some restrictions on his/her activities during and after his/her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period the greater of twenty-four (24i) twelve (12) months after his/her employment terminates or (ii) the termination period during which the Executive is receiving payments under Section 5(d) or cessation of such employment for any reason5(e) or 5(g) or 5(h) (the "Non-Competition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates or divisions undertake any planning for any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or any of its Affiliates as conducted or under lease consideration at any time during the Executive's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive's employment has been, a competitor or a customer of the Company or any of its Affiliates. For the purposes of this Section 8, the business of the Company and its Affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be used in substitution for operation as aforesaid; orProducts. The foregoing shall not prohibit the Executive's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (b) Either alone The Executive agrees that, during his/her employment with the Company or in association any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with others the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (ic) solicit, or permit any organization directly or indirectly controlled The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and thereafter during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to leave the employ of the Company, terminate his/her or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment her relationship with the Company has been terminated for or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them, or, in the case of a period customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of six (6) months or longer at the time of such solicitation, hiring or employmentits Affiliates.

Restricted Activities. While Consultant agrees that some restrictions on his activities during and after the Executive is employed by termination of this Agreement are necessary to protect the Company goodwill, Confidential Information and other legitimate interests of the Company. Consultant agrees that, except in accordance with his duties under this Agreement on behalf of the Company, he will not during the term of this Agreement or for a period of twenty-four (24) months two years after the termination end of the term of this Agreement (the “Non-Competition Period”) participate in, be employed in any capacity by, serve as director, consultant, agent or cessation of such employment for representative for, or have any reasoninterest, the Executive will not directly or indirectly: (a) Engage , in any enterprise which is engaged in the business of distributing, selling or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender otherwise trading in products or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is services which are competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that isproducts or services distributed, at the time of termination of the Executive’s employment, operated sold or otherwise traded in by the Company or any of its subsidiaries during the term of this Agreement, or divisions which are competitive to any products or under lease for operation as aforesaid; or (b) Either alone services being actively developed, with the bona fide intent to market same, by the Company or any of its subsidiaries during the term of this Agreement. In addition, Consultant agrees that, during the Non-Competition Period, Consultant shall observe the covenants set forth in this section and shall not own, either directly or indirectly or through or in association conjunction with others 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, either directly or indirectly, any partnership, corporation, or other entity which distributes, sells, or otherwise trades in products which are competitive to any products or services being developed, distributed, sold, or otherwise traded in by the Company or any of its 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. Consultant further agrees, during the Non-Competition Period, to (i) solicit, or permit any organization refrain from directly or indirectly controlled soliciting Company’s vendors, customers or employees, except that Consultant may solicit the Company’s vendors or customers in connection with a business that does not compete with the Company or any of its subsidiaries; and (ii) refrain from initiating, promoting or consulting with any third party with respect to any effort by the Executive any third party to solicit, any employee acquire beneficial ownership (as defined under Rule 13d-3 of the Company to leave Securities Exchange Act of 1934) of the employ voting securities of the Company, or (ii) solicit for employmentall or a material portion of the assets of the Company and its subsidiaries pursuant to a merger, hire consolidation, sale of shares of capital stock, sale of assets, tender offer or engage as an independent contractorexchange offer or similar transaction involving the Company or any of its subsidiaries, assisting, encouraging or permit otherwise participating in any organization directly proxy contest with respect to matters submitted to a vote of the Company’s shareholders. Consultant hereby agrees that damages and any other remedy available at law would be inadequate to redress or indirectly controlled by the Executive to solicit for employment, hire remedy any loss or engage as an independent contractor, any person who was employed damage suffered by the Company at the time upon any breach of the termination or cessation terms of the Executive’s employment with this section by Consultant, and Consultant therefore agrees that the Company; provided that , in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this clause (ii) shall not apply to the solicitationsection by injunction or specific performance, hiring or engagement of and may obtain any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentother appropriate remedy available in equity.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twenty-four two (242) months years after the termination or cessation of such the Executive's employment for any reason(the "Non-Competition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except compete in the business of providing yield enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high technology industries (the “Entegris Business”), or in such additional businesses as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, Company or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, Affiliate is engaged in at the time of termination of the Executive’s employment's termination, operated with the Company or any Affiliate within the United States or in any country in which the Company or any Affiliate then is doing business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the Entegris Business as conducted by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicitAffiliate, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of such additional businesses as the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company Affiliate is engaged in at the time of the termination or cessation Executive's termination, as conducted at any time during the Executive's employment. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent of the Executive’s employment with equity of such enterprise. (b) The Executive further agrees that while he is employed by the Company; provided that this clause (ii) shall Company and during the Non-Competition Period, the Executive will not apply hire or attempt to hire any executive employee of the solicitationCompany or any Affiliate whom he directly supervises or any key scientific or technical employee of the Company or any Affiliate, assist in such hiring by any Person, or engagement of encourage any individual whose employment such employee to terminate his or her relationship with the Company or any Affiliate, provided that the Executive shall be permitted to hire any such person if such person has not been terminated employed by the Company or any Affiliate for a period of six (6) months or longer at the time of such solicitationhiring, hiring nor shall the Executive solicit or employmentencourage any customer or vendor of the Company, which he knows to be a customer or vendor of the Company, to terminate or diminish its relationship with it.

Restricted Activities. While Employee, as a condition to participation in the Executive is employed MIC and in consideration of Participant's continued employment by the Company and/or its subsidiaries, agrees that some restrictions on his activities during and for a period after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectlyCompany and its subsidiaries and agrees as follows: (a) Engage in any business or enterprise For a period of time beginning on the date Employee executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Employee’s employment terminates (the “Non-Competition Period”) Employee shall not, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of engage in, assist or have any active interest in a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions otherwise compete with the Company or under lease any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in South America; (iv) in Europe; (v) in Asia; (vi) in Australia; (vii) in the United States; (viii) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Employee agrees that during the Non-Competition Period, Employee shall not: (A) undertake any planning for operation as aforesaidany business competitive with the Company or any of its subsidiaries; oror (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 6, Employee’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) Either alone Employee agrees that, during his employment with the Company, he will not undertake any outside activity, whether or in association not competitive with others the business of the Company or its subsidiaries that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its subsidiaries. (c) Employee further agrees that while he is employed by the Company and during the Non-Competition Period, Employee will not, (i) solicit, hire or permit any organization directly or indirectly controlled by the Executive attempt to solicit, hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to leave hire any independent contractor providing services to the employ Company or any of the Companyits subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit for or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Employee’s obligations hereunder during that portion of the Non-Competition Period that follows termination of Employee’s employment, hire or engage as an employee, independent contractor, customer or permit vendor of the Company or any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its subsidiaries shall mean any person Person who was employed by such at any time during the Company at six (6) months immediately preceding the time date of the termination or cessation of Employee’s employment. (d) In the Executive’s employment with event that the Company; provided that this clause one (ii1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of be six (6) months or longer at the such other time of as determined enforceable by such solicitation, hiring or employmentcourt.

Restricted Activities. While The Executive agrees that the Executive is employed by following restrictions on his activities during and after his employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: a) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. b) During the Term and for a period of twenty-four (24) months after his employment terminates (the termination “Restricted Period”), the Executive shall not, directly or cessation indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of such employment its Affiliates within any geographic area in which the Company or any of its Affiliates does business or undertake any planning for any reasonbusiness competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates, as conducted or under consideration at any time during the Executive’s employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 10, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. c) During the Restricted Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder customer of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates to terminate or divisions diminish its relationship with them; or under lease for operation as aforesaid; or (b) Either alone seek to persuade any such customer or in association prospective customer of the Company or any of its Affiliates to conduct with others anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (iy) solicitonly with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or been introduced to, or permit any organization directly otherwise had contact with, such Person as a result of his employment or indirectly controlled by other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. d) During the Restricted Period, the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to leave the employ persuade any employee of the Company, Company or any of its Affiliates to discontinue employment or (iib) solicit for employmentor encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, hire an “employee” of the Company or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its Affiliates is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentpreceding two years.

Restricted Activities. While ▇▇▇▇▇▇ agrees that the Executive restrictions on his activities after the Employment, as set forth below, are necessary to protect the Business, goodwill, Confidential Information and other legitimate interests of OTEC and its successors and assigns. For the sake of clarity, the “Business” shall include, but not be limited to, OTEC’s marketing, vendor and customer relationships as well as related OTEC technologies, including clean water generation, aquaculture, hydrogen and ammonia production, and any other related OTEC technologies or derivatives, including Seawater District Cooling and derivative technologies thereof. 1. During the Non-Competition Period (as defined below), ▇▇▇▇▇▇ shall not, directly or indirectly, alone or in association with others, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, equity holder, partner, manager, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that competes, or is employed by in planning, or has undertaken any preparation, to compete, directly or indirectly, with the Company Business or any of its successors or assigns (a “Competitor”) or is otherwise engaged in any business that is, directly or indirectly, detrimental to the Business or business plans of OTEC, except that nothing contained in this Section C(1) shall prevent ▇▇▇▇▇▇’▇ wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company so long as ▇▇▇▇▇▇ is not an officer, director, employee or consultant thereof. 2. ▇▇▇▇▇▇ further agrees that during the Non-Solicitation Period, ▇▇▇▇▇▇ shall not, directly or indirectly, (i) induce or attempt to induce or solicit any employee of OTEC to leave the employ of OTEC, (ii) employ any person who was an employee of OTEC, (iii) induce or attempt to induce any customer, supplier, licensee, franchisee or other business relation of OTEC thereof to cease or reduce doing business with OTEC or in any way interfere with the relationship between any such customer, supplier, licensee, franchisee or business relation and for a period OTEC (including making any negative statements or communications about OTEC), or (iv) solicit any of OTEC’s identified potential acquisition, investment or business candidates. 3. The term “Non-Competition Period” means the twenty-four (24) months after immediately following the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentEffective Date.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twenty-four two (242) months years after the termination or cessation of such the Executive’s employment for any reason(the “Non-Competition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except compete in the materials integrity management business, or in such additional businesses as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, Company or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, Affiliate is engaged in at the time of termination the Executive’s termination, with the Company or any Affiliate within the United States or in any country in which the Company or any Affiliate then is doing business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the materials integrity management business of the Company or any Affiliate, or such additional businesses as the Company or any Affiliate is engaged in at the time of the Executive’s termination, as conducted at any time during the Executive’s employment. Notwithstanding anything herein to the contrary, operated the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent of the equity of such enterprise. (b) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to hire any executive employee of the Company or any Affiliate whom he directly supervises or any key scientific or technical employee of the Company or any Affiliate, assist in such hiring by any Person, or encourage any such employee to terminate his or her relationship with the Company or any Affiliate, provided that the Executive shall be permitted to hire any such person if such person has not been employed by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated Affiliate for a period of six (6) months or longer at the time of such solicitationhiring, hiring nor shall the Executive solicit or employmentencourage any customer or vendor of the Company, which he knows to be a customer or vendor of the Company, to terminate or diminish its relationship with it.

Restricted Activities. The Executive agrees that some restrictions on his/her activities during and after his/her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period the greater of twenty-four (24i) twelve (12) months after his/her employment terminates or (ii) the termination period during which the Executive is receiving payments under Section 5(d) or cessation of such employment for any reason5(e) or 5(g) or 5(h) (the “Non-Competition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates or divisions undertake any planning for any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or any of its Affiliates as conducted or under lease consideration at any time during the Executive's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive’s employment has been, a competitor or a customer of the Company or any of its Affiliates. For the purposes of this Section 8, the business of the Company and its Affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be used in substitution for operation as aforesaid; orProducts. The foregoing shall not prohibit the Executive's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (b) Either alone The Executive agrees that, during his/her employment with the Company or in association any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with others the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (ic) solicit, or permit any organization directly or indirectly controlled The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and thereafter during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to leave the employ of the Company, terminate his/her or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment her relationship with the Company has been terminated for or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them, or, in the case of a period customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of six (6) months or longer at the time of such solicitation, hiring or employmentits Affiliates.

Restricted Activities. While the Executive is employed by the Company and for a period of twenty-four eighteen (2418) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. The Executive agrees that the following restrictions on [his or her] activities during and after [his or her] employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: (i) While the Executive is employed by the Company and for a during the one-year period following termination of twenty-four (24) months after the termination or cessation of such Executive’s employment for any reasonreason (collectively, the “Restricted Period”), the Executive will not not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse storeengage in, or undertake any other planning to engage in, the business that competes with of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the Company. Competitive business “Business”) anywhere in the world. (ii) During the Restricted Period, the Executive will not, directly or enterprise also includes any store indirectly, solicit for hiring or business operated or owned by Wal-Mart Storesengagement, Inc., Costco Wholesale Corporationhire, or engage any employee or independent contractor of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates, or divisions seek to persuade any such employee or under lease independent contractor to discontinue or modify [his or her], [his or her] or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for operation as aforesaid; or employees or independent contractors that is not directed at any such person and (b) Either alone nothing in this Section 3(b)(ii) will prohibit the solicitation or in association with others (i) solicit, or permit hiring of any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person individual who was is no longer employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer its Affiliates at the time of such solicitationsolicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring. (iii) During the Restricted Period, hiring the Executive will not, directly or employmentindirectly, in any way intentionally interfere with the relationship between the Company or any of its Affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its Affiliates, provided that soliciting or engaging in business with the Company’s or any of its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to violate this Section 3(b)(iii) solely by reason thereof. This Section 3(b)(iii) shall in no way limit the provisions of Section 3(b)(i).

Restricted Activities. The Executive agrees that the following restrictions on her activities during and after her employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: (i) While the Executive is employed by the Company and for a during the one-year period following termination of twenty-four (24) months after the termination or cessation of such Executive’s employment for any reasonreason (collectively, the “Restricted Period”), the Executive will not not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse storeengage in, or undertake any other planning to engage in, the business that competes with of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the Company. Competitive business “Business”) anywhere in the world. (ii) During the Restricted Period, the Executive will not, directly or enterprise also includes any store indirectly, solicit for hiring or business operated or owned by Wal-Mart Storesengagement, Inc., Costco Wholesale Corporationhire, or engage any employee or independent contractor of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates, or divisions seek to persuade any such employee or under lease independent contractor to discontinue or modify his, her or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for operation as aforesaid; or employees or independent contractors that is not directed at any such person and (b) Either alone nothing in this Section 3(b)(ii) will prohibit the solicitation or in association with others (i) solicit, or permit hiring of any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person individual who was is no longer employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer its Affiliates at the time of such solicitationsolicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring. (iii) During the Restricted Period, hiring the Executive will not, directly or employmentindirectly, in any way intentionally interfere with the relationship between the Company or any of its Affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its Affiliates, provided that soliciting or engaging in business with the Company’s or any of its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to violate this Section 3(b)(iii) solely by reason thereof. This Section 3(b)(iii) shall in no way limit the provisions of Section 3(b)(i).

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: a. While the Executive is employed by the Company and for a period of twentytwo years after his employment terminates (the "Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicitSubsidiaries within the United States, or permit within any organization directly foreign country in which the Products are sold at the date of termination of employment, or indirectly controlled undertake any planning for any business competitive with the Company or any of its Subsidiaries. b. The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to leave terminate his or her relationship with the employ Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. c. The provisions of this Section 7 shall not be deemed to preclude the Executive from employment during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's employment does not relate, directly or (ii) solicit for employmentindirectly, hire to such competitive business, and nothing contained in this Section 7 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or engage holding, solely as an independent contractorinvestment, or permit publicly traded securities of any organization directly or indirectly controlled by competitor corporation so long as such securities do not, in the Executive to solicit for employmentaggregate, hire or engage as an independent contractor, any person who was employed by the Company at the time constitute one-half of 1% of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time outstanding voting securities of such solicitation, hiring or employmentcorporation.

Restricted Activities. The Executive agrees that some restrictions on his/her activities during and after his/her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period the greater of twenty-four (24i) twelve (12) months after his/her employment terminates or (ii) the termination period during which the Executive is receiving payments under Section 5(d) or cessation of such employment for any reason5(e) or 5(g) or 5(h) (the “Non-Competition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates or divisions undertake any planning for any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or any of its Affiliates as conducted or under lease consideration at any time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive’s employment has been, a competitor or a customer of the Company or any of its Affiliates. For the purposes of this Section 8, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for operation as aforesaid; orProducts. The foregoing shall not prohibit the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (b) Either alone The Executive agrees that, during his/her employment with the Company or in association any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with others the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (ic) solicit, or permit any organization directly or indirectly controlled The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and thereafter during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to leave the employ of the Company, terminate his/her or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment her relationship with the Company has been terminated for or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them, or, in the case of a period customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of six (6) months or longer at the time of such solicitation, hiring or employmentits Affiliates.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood. a. While the Executive is employed by the Company and for a period of twentyone year after his employment terminates (the "Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicitSubsidiaries within the United States, or permit within any organization directly foreign country in which the Products are sold at the date of termination of employment, or indirectly controlled undertake any planning for any business competitive with the Company or any of its Subsidiaries. b. The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to leave terminate his or her relationship with the employ Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its Subsidiaries, to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. c. The provisions of this Section 7 shall not be deemed to preclude the Executive from employment during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's employment does not relate, directly or (ii) solicit for employmentindirectly, hire to such competitive business, and nothing contained in this Section 7 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or engage holding, solely as an independent contractorinvestment, or permit publicly traded securities of any organization directly or indirectly controlled by competitor corporation so long as such securities do not, in the Executive to solicit for employmentaggregate, hire or engage as an independent contractor, any person who was employed by the Company at the time constitute one-half of 1% of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time outstanding voting securities of such solicitation, hiring or employmentcorporation.

Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its subsidiaries are involved, and agrees that during his employment with the Company, he will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Executive agrees that some restrictions on his activities during and after his employment therefore are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries. (a) While the Executive is employed by the Company and for a period of twentyduring the thirty-four six (2436) months after immediately following termination thereof (in the termination or cessation of such employment for any reasonaggregate, the “Non-Competition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (or any successor law, rule or regulation relating to long-term acute care hospitals) to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the holder of foregoing, the Executive agrees not more than 1% of the outstanding stock of a publicly-held company) to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries as conducted at any time during the Executive’s employment. Restricted activity includes without limitation accepting employment or divisions a consulting position with any Person who is, or under lease at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a service provider, or a supplier to the Company or any of its subsidiaries. For the purposes of this Section 9, the business of the Company and its subsidiaries shall include all Services and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for operation as aforesaid; orServices. (b) Either alone The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or in association not competitive with others the business of the Company or its subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its subsidiaries. (ic) solicitThe Executive further agrees that during the Non-Competition Period, or permit any organization directly or indirectly controlled by the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its subsidiaries, assist in such hiring by any Person, encourage any such employee to leave the employ of the Company, terminate his or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment her relationship with the Company has been terminated for or any of its subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with them, or, in the case of a period customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of six (6) months or longer at the time of such solicitation, hiring or employmentits subsidiaries.

Restricted Activities. You agree that the following restrictions on your activities during and after your employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its subsidiaries: (i) While the Executive is you are employed by the Company and for a during the twelve (12)-month period immediately following termination of twenty-four your employment, regardless of the reason therefor (24) months after in the termination or cessation of such employment for any reasonaggregate, the Executive will not “Restricted Period”), you shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as Compete with the holder Company or any of not more than 1% its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the outstanding stock Restricted Period that follows the termination of a publicly-held companyyour employment, at the time your employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its subsidiaries in the Restricted Area. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, all or any other portion of the business that competes of the Company or its subsidiaries, as conducted or in planning during your employment with the Company, or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates. Competitive Notwithstanding the foregoing, in the event of any termination of your employment pursuant to Section 4(b) or Section 4(c) below that occurs prior to the first anniversary of the Start Date, the Restricted Period shall mean the period that commences on the Start Date and ends on the date that is six (6) months following the date that your employment terminates. (ii) During the Restricted Period, you will not directly or indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its subsidiaries to terminate or diminish its relationship with them; or (b) seek to persuade any such customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner of the Company or any of its subsidiaries to conduct with anyone else any business or enterprise also includes activity which such customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner conducts or could conduct with the Company or any store of its subsidiaries; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business operated partner of the Company or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, any of its subsidiaries at any time within the immediately preceding two (2)-year period or whose business has been solicited on behalf of the Company or any of the respective affiliates thereof. The term “then existing” shall refer subsidiaries by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if you have performed work for such Person during your employment with the Company or one of its subsidiaries or been introduced to, or otherwise had contact with, such Person as a result of your employment or other associations with the Company or one of its subsidiaries or have had access to Confidential Information which would assist in your solicitation of such Person. (iii) During the Restricted Period, you will not, and will not assist any such warehouse store that isother Person to, at the time (a) hire or engage, or solicit for hiring or engagement, any employee of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive seek to solicit, persuade any employee of the Company or any of its subsidiaries to leave discontinue employment or (b) solicit or encourage any independent contractor providing services to the employ Company or any of its subsidiaries to terminate or diminish his, her or its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company, Company or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its subsidiaries is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause preceding eighteen (ii18) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentmonths.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: a. While the Executive is employed by the Company and for a period of twentytwo years after his employment terminates (the "Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicitSubsidiaries within the United States, or permit within any organization directly foreign country in which the Products are sold at the date of termination of employment, or indirectly controlled undertake any planning for any business competitive with the Company or any of its Subsidiaries. b. The Executive further agrees that white he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to leave terminate his or her relationship with the employ Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. c. The provisions of this Section 7 shall not be deemed to preclude the Executive from employment during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's employment does not relate, directly or (ii) solicit for employmentindirectly, hire to such competitive business, and nothing contained in this Section 7 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or engage holding, solely as an independent contractorinvestment, or permit publicly traded securities of any organization directly or indirectly controlled by competitor corporation so long as such securities do not, in the Executive to solicit for employmentaggregate, hire or engage as an independent contractor, any person who was employed by the Company at the time constitute more than five percent (5%) of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time outstanding voting securities of such solicitation, hiring or employmentcorporation.

Restricted Activities. As a condition to and in consideration of the Executive’s continued employment and the terms and conditions of this Agreement, including the severance benefits described in Section 5 and the grant of options described in Section 4(c), the Executive agrees that the following restrictions on his/her activities during and after his/her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwiseand, except as in the holder of not more than 1% of the outstanding stock case of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated employment due to layoff or by the Company or any of its subsidiaries or divisions or under lease without Non-Compete Cause, for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months after his/her employment terminates (the “Non-Competition Period”), the Executive shall not, directly or longer indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during the Executive’s employment, or with respect to the portion of the Non-Competition Period that follows the termination of his/her employment, at the time his/her employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its Affiliates in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with all or any portion of the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment within the Restricted Area and further agrees not to work for or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with all or any portion of the business of the Company or any of its Affiliates, as conducted or in active planning during his/her employment with the Company or, with respect to the portion of the Non-Competition Period that follows the termination of his/her employment, at the time his/her employment terminates. For the purposes of this Section 8, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing shall not prohibit the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (b) The Executive agrees that, during his/her employment with the Company or any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and for the greater of (i) six (6) months after his/her employment terminates or (ii) the period during which the Executive is receiving payments under Section 5 thereafter (the “Non-Solicitation Period”), except as required for the proper performance of his/her duties and responsibilities to the Company and its Affiliates, the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer or employee of the Company or any of its Affiliates at any time within the immediately preceding one-year period, and (z) only if the Executive has performed work for such customer during his/her employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such customer as a result of his/her employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive in his/her solicitation of such solicitationcustomer. (d) For purposes of this Agreement “Non-Compete Cause” means the occurrence of any of the following, hiring as determined by the Company in its reasonable discretion: (i) the Executive’s failure to perform the Executive’s duties and responsibilities to the Company or employmentany of its Affiliates, or the performance of the Executive’s duties and responsibilities to the Company or any of its Affiliates in a manner deemed by the Company to be in any way unsatisfactory; (ii) the Executive’s breach of this Agreement or any other agreement between Executive and the Company or any of its Affiliates; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime; (iv) any misconduct by the Executive or other conduct by the Executive that is or could reasonably be expected to be harmful to the business interests or reputation of the Company or any of its Affiliates; (v) the Executive’s violation or disregard for any rule or procedure or policy of the Company or any of its Affiliates; or (vi) any other reasonable basis for the dissatisfaction of the Company or any of its Affiliates with Executive, including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior.

Restricted Activities. Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Employer. While the Executive is employed by the Company Employer and for a period of twenty-four two (242) months years after the termination Benefits Termination Date (or, in the event the Executive's employment is terminated pursuant to Section 4(d), 4(g), or cessation of such if the Executive's employment hereunder shall terminate on the Expiration Date because the Executive has given the notice contemplated by the first proviso to Section 1 hereof, for any reasontwo (2) years after the Termination Date) (as applicable, the "Restricted Period"), Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) engage in any activity that is competitive or potentially competitive with the Company’s businessbusiness of the Employer as conducted at any time during Executive's employment without the Employer's written consent, which consent shall not be unreasonably withheld. A business Executive understands that these restrictions shall continue to apply even if this Agreement expires or enterprise otherwise terminates. The foregoing restriction shall be deemed competitive if it shall operate a chain not prevent Executive from owing 5% or less of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles the equity securities of any “then existing” BJ’s Wholesale Club warehouse store, publicly traded company or any other business that competes with the Company. Competitive business from accepting employment from or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer providing consulting services to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by does not compete with the Company at Employer. In addition, during the time Restricted Period, the Employee shall not, either himself or through any agent, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Employer), intentionally solicit, endeavor to entice away from the Employer, or otherwise interfere with the relationship of the termination Employer, with any individual who the Employee knows is employed by, or cessation otherwise is engaged to perform services for, the Employer or any person or entity who the Employee knows is, or was within the then most recent twenty-four month period prior to the Termination Date, a customer or client of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentEmployer.

Restricted Activities. While The Executive agrees that the Executive is employed by following restrictions on her activities during and after her employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: a) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with her duties and obligations to the Company or any of its Affiliates. b) During the Term and for a period of twenty-four (24) months after her employment terminates (the termination “Restricted Period”), the Executive shall not, directly or cessation indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of such employment its Affiliates within any geographic area in which the Company or any of its Affiliates does business or undertake any planning for any reasonbusiness competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates, as conducted or under consideration at any time during the Executive’s employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during her employment. For the purposes of this Section 10, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. c) During the Restricted Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder customer of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates to terminate or divisions diminish its relationship with them; or under lease for operation as aforesaid; or (b) Either alone seek to persuade any such customer or in association prospective customer of the Company or any of its Affiliates to conduct with others anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (iy) solicitonly with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during her employment with the Company or one of its Affiliates or been introduced to, or permit any organization directly otherwise had contact with, such Person as a result of her employment or indirectly controlled by other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. d) During the Restricted Period, the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to leave the employ persuade any employee of the Company, Company or any of its Affiliates to discontinue employment or (iib) solicit for employmentor encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, hire an “employee” of the Company or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its Affiliates is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentpreceding two years.

Restricted Activities. Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Employer. While the Executive is employed by the Company Employer and for a period of twenty-four two (242) months years after the termination Benefits Termination Date (or, in the event the Executive's employment is terminated pursuant to Section 4(d), 4(g), or cessation of such if the Executive's employment hereunder shall terminate on the Expiration Date because the Executive has given the notice contemplated by the first proviso to Section 1 hereof, for any reasontwo (2) years after the Termination Date)(as applicable, the Restricted Period"), Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) engage in any activity that is competitive or potentially competitive with the Company’s businessbusiness of the Employer as conducted at any time during Executive's employment without the Employer's written consent, which consent shall not be unreasonably withheld. A business Executive understands that these restrictions shall continue to apply even if this Agreement expires or enterprise otherwise terminates. The foregoing restriction shall be deemed competitive if it shall operate a chain not prevent Executive from owing 5% or less of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles the equity securities of any “then existing” BJ’s Wholesale Club warehouse store, publicly traded company or any other business that competes with the Company. Competitive business from accepting employment from or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer providing consulting services to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by does not compete with the Company at Employer. In addition, during the time Restricted Period, the Employee shall not, either himself or through any agent, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Employer), intentionally solicit, endeavor to entice away from the Employer, or otherwise interfere with the relationship of the termination Employer, with any individual who the Employee knows is employed by, or cessation otherwise is engaged to perform services for, the Employer or any person or entity who the Employee knows is, or was within the then most recent twenty-four month period prior to the Termination Date, a customer or client of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentEmployer.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: While the Executive is employed by the Company and for a period of twenty-four two (242) months years after the termination or cessation of such the Executive’s employment for any reason(the “Non-Competition Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except compete in the materials integrity management business, or in such additional businesses as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, Company or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, Subsidiary is engaged in at the time of termination the Executive’s termination, with the Company or any Subsidiary within the United States or in any country in which the Company or any Subsidiary then is doing business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the materials integrity management business of the Company or any Subsidiary, or such additional businesses as the Company or any Subsidiary is engaged in at the time of the Executive’s termination, as conducted at any time during the Executive’s employment. Notwithstanding anything herein to the contrary, operated the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent of the equity of such enterprise. The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to hire any executive employee of the Company or any Subsidiary whom he directly supervises or any key scientific or technical employee of the Company or any Subsidiary, assist in such hiring by any Person, or encourage any such employee to terminate his or her relationship with the Company or any Subsidiary, provided that the Executive shall be permitted to hire any such person if such person has not been employed by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated Subsidiary for a period of six (6) months or longer at the time of such solicitationhiring, hiring nor shall the Executive solicit or employmentencourage any customer or vendor of the Company, which he knows to be a customer or vendor of the Company, to terminate or diminish its relationship with it.

Restricted Activities. The Executive knowingly and freely acknowledges that the Company has a near permanent relationship with its customers and that he is being granted access to those customers and to Confidential Information in reliance on his agreements hereunder. The Executive also agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates and therefore agrees as follows: (a) While the Executive is employed by the Company and for a period of twenty-four (24) months after his employment terminates (the termination or cessation of such employment for any reason“Restricted Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock otherwise on behalf of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs Competing Business (by way of example, but not limitation, Sam’s Club or Costcoas defined below), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes compete with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone Affiliates within the United States or in association with others any country in which the Company or any of its Affiliates then is doing business or in active planning to do business specifically including but without limitation, Canada, the United Kingdom, Australia and western Europe; nor shall he undertake any planning for any Competing Business. The term “Competing Business” shall mean: (x) the business of providing technology, software and data-enabled solutions designed to analyze supply and demand and facilitate stocking, pricing, merchandising, appraising and inventory management decisions or providing similar data management services to: (i) solicitretail automotive dealerships; (ii) financial services providers, including, without limitation, automotive insurance companies, used vehicle lenders, commercial lenders or permit any organization directly fleet managers; or indirectly controlled by (iii) retail automotive consumers; or (y) the business of providing services involving or related to advertising or marketing of new or used automotive vehicles on internet websites (“Online Automotive Advertising Services”). Notwithstanding the foregoing, the parties expressly agree that nothing contained in this Agreement, (including anything in this Section 9(a)), shall prevent the Executive to solicitfrom becoming an owner, partner, investor, consultant, agent, employee or co-venturer of any business that includes any division engaged in a Competing Business as long as the Executive does not perform any work, provide any services or otherwise oversee, direct, manage or advise any aspect of, such Competing Business. In addition, it is agreed that nothing in this Agreement shall prevent the Executive from becoming an owner, partner, investor, consultant, agent, employee or co-venturer of any automobile dealership engaged in the purchase, sale and distribution of new or used automobiles following the termination of his employment with the Company, provided such dealership is not engaged in any Competing Business. Further, it is agreed that the Executive’s acceptance and performance of speaking engagements (whether or not for profit) during the Restricted Period shall not constitute a breach of this Section 9(a) provided that the Executive does not (1) endorse, recommend, suggest, encourage or otherwise promote the used car inventory management and software business of a Competing Business over that of the Company to leave Company, (2) endorse, recommend, suggest, encourage or otherwise promote any approach, algorithm or business model used in the employ of used car inventory management and software business over that used by the Company, or (ii3) solicit for employmentendorse, hire recommend, suggest, encourage or engage as an independent contractor, or permit otherwise promote any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by Online Automotive Advertising Services other than that of the Company at the time of the termination or cessation of and its Affiliates. During the Executive’s employment with and thereafter, the Company; provided that this clause (ii) shall Executive agrees not apply to disparage the business or management of AutoTrader, the Company or their Affiliates, in statements made publicly or to the solicitationmedia or privately to customers or potential customers of AutoTrader, hiring or engagement of any individual whose employment with the Company has been terminated for a period or any of six (6) months or longer at the time of such solicitation, hiring or employmenttheir Affiliates.

Restricted Activities. The Executive knowingly and freely acknowledges that the Company has a near permanent relationship with its customers and that he is being granted access to those customers and to Confidential Information in reliance on his agreements hereunder. The Executive also agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates and therefore agrees as follows: (a) While the Executive is employed by the Company and for a period of twenty-four (24) months after his employment terminates (the termination or cessation of such employment for any reason“Restricted Period”), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock otherwise on behalf of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs Competing Business (by way of example, but not limitation, Sam’s Club or Costcoas defined below), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes compete with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone Affiliates within the United States or in association with others any country in which the Company or any of its Affiliates then is doing business or in active planning to do business specifically including but without limitation. Canada, the United Kingdom, Australia and western Europe; nor shall he undertake any planning for any Competing Business. The term “Competing Business” shall mean: (x) the business of providing technology, software and data-enabled solutions designed to analyze supply and demand and facilitate stocking, pricing, merchandising, appraising and inventory management decisions or providing similar data management services to: (i) solicitretail automotive dealerships; (ii) financial services providers, including, without limitation, automotive insurance companies, used vehicle lenders, commercial lenders or permit any organization directly fleet managers; or indirectly controlled by (iii) retail automotive consumers; or (y) the business of providing services involving or related to advertising or marketing of new or used automotive vehicles on internet websites (“Online Automotive Advertising Services”). Notwithstanding the foregoing, the parties expressly agree that nothing contained in this Agreement, (including anything in this Section 9(a)), shall prevent the Executive to solicitfrom becoming an owner, partner, investor, consultant, agent, employee or co-venturer of any employee business that includes any division engaged in a Competing Business as long as the Executive does not perform any work, provide any services or otherwise oversee, direct, manage or advise any aspect of. such Competing Business. Further, it is agreed that the Executive’s acceptance and performance of speaking engagements (whether or not for profit) during the Restricted Period shall not constitute a breach of this Section 9(a) provided that the Executive does not (1) endorse, recommend, suggest, encourage or otherwise promote the used car inventory management and software business of a Competing Business over that of the Company to leave Company, (2) endorse, recommend, suggest, encourage or otherwise promote any approach, algorithm or business model used in the employ of used car inventory management and software business over that used by the Company, or (ii3) solicit for employmentendorse, hire recommend, suggest, encourage or engage as an independent contractor, or permit otherwise promote any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by Online Automotive Advertising Services other than that of the Company at the time of the termination or cessation of and its Affiliates. During the Executive’s employment with and thereafter, the Company; provided that this clause (ii) shall Executive agrees not apply to disparage the business or management of AutoTrader, the Company or their Affiliates, in statements made publicly or to the solicitationmedia or privately to customers or potential customers of AutoTrader, hiring or engagement of any individual whose employment with the Company has been terminated for a period or any of six (6) months or longer at the time of such solicitation, hiring or employmenttheir Affiliates.

Restricted Activities. (a) While the Executive is employed by the Company and for a period of twenty-four twelve (2412) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (a) Engage indirectly engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment, and shall also not apply to a general solicitation such as a job posting.

Restricted Activities. While The Executive agrees that the Executive is employed by following restrictions on his activities during and after his employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates: a) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. b) During the Term and for a period of twenty-four eighteen (2418) months after his employment terminates (the termination “Restricted Period”), the Executive shall not, directly or cessation indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of such employment its Affiliates within any geographic area in which the Company or any of its Affiliates does business or undertake any planning for any reasonbusiness competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 10, the business of the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. c) During the Restricted Period, the Executive will not directly or indirectly: indirectly (a) Engage in solicit or encourage any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder customer of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries Affiliates to terminate or divisions diminish its relationship with them; or under lease for operation as aforesaid; or (b) Either alone seek to persuade any such customer or in association prospective customer of the Company or any of its Affiliates to conduct with others anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (iy) solicitonly with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or been introduced to, or permit any organization directly otherwise had contact with, such Person as a result of his employment or indirectly controlled by other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. d) During the Restricted Period, the Executive to solicitwill not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to leave the employ persuade any employee of the Company, Company or any of its Affiliates to discontinue employment or (iib) solicit for employmentor encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, hire an “employee” of the Company or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, of its Affiliates is any person who was employed by such at any time within the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentpreceding two years.

Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: a. While the Executive is employed by the Company and for a period of twentytwo years after his employment terminates (the "Non-four (24) months after the termination or cessation of such employment for any reasonCompetition Period"), the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (b) Either alone or in association with others (i) solicitSubsidiaries within the United States, or permit within any organization directly foreign country in which the Products are sold at the date of termination of employment, or indirectly controlled undertake any planning for any business competitive with the Company or any of its Subsidiaries. b. The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to solicit, hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to leave terminate his or her relationship with the employ Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. c. The provisions of this Section 9 shall not be deemed to preclude the Executive from employment during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's employment does not relate, directly or (ii) solicit for employmentindirectly, hire to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or engage holding, solely as an independent contractorinvestment, or permit publicly traded securities of any organization directly or indirectly controlled competitor corporation so long as such securities do not, in the aggregate, constitute one-half of 1% of the outstanding voting securities of such corporation. Without limiting the foregoing, it is understood that the Company shall not be obligated to continue to make the payments specified in Section 5(b) in the event of a material breach by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation provisions of the Executive’s employment with the Company; provided that Sections 7, 8 and 9 of this clause (ii) shall not apply Agreement, which breach continues without having been cured within 30 days after written notice to the solicitation, hiring or engagement of any individual whose employment with Executive specifying the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employmentbreach in reasonable detail.

Restricted Activities. While the Executive is employed by the Company and for For a period of twenty-four (24) months after the termination or cessation of such employment for any reasonTermination Date, the Executive will not directly or indirectly: (ai) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or (bii) Either alone or in association with others (ix) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (iiy) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that this clause (iiy) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six (6) months or longer at the time of such solicitation, hiring or employment.

Restricted Activities. Executive agrees that certain restrictions on his activities during and after his employment are necessary to protect the goodwill, confidential information and other legitimate interests of the Company and its affiliates: (a) While the Executive is employed by the Company Company, and for a period of twenty-four twelve (2412) months after following the date of termination or cessation of such employment for any reasonemployment, the Executive will not shall not, directly or indirectly: (a) Engage in any business or enterprise (, whether as owner, partner, officerinvestor, directorconsultant, agent, employee, consultant, investor, lender co-venturer or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive compete with the Company’s business. A business “Competitive Business” defined as a company engaged in the design, manufacture or enterprise shall be deemed competitive if it shall operate a chain sale of membership warehouse clubs (by way of exampleinfrared, but not limitation, Sam’s Club night vision or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated thermal imaging products manufactured by the Company or any of its subsidiaries affiliates anywhere in the world where the Company or divisions any of its affiliates is doing business but specifically excluding any manufacturer of automobiles or under lease for operation any tier 1 supplier to a manufacturer of automobiles. Specifically, but without limiting the foregoing, Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the Competitive Business of the Company or any of its affiliates as aforesaid; orconducted at any time during Executive’s employment or to provide services in any capacity to a company engaged in the Completive Business. The foregoing condition, however, shall not fail to be met solely due to Executive’s passive ownership of less than 5% of the equity securities of any publicly traded company (b) Either alone Executive agrees that, while he is employed by the Company, and for a period of twelve (12) months following the date of termination of such employment, and excluding any activities undertaken on behalf of the Company or any of its affiliates in association with others (i) solicitthe course of his duties, or permit any organization he will not directly or indirectly controlled encourage any customer of the Company or any of its affiliates to terminate or diminish its relationship with the Company or any of its affiliates. (c) Executive agrees that, while he is employed by the Executive to solicitCompany, and for a period of twelve (12) months following the date of termination of such employment, and excluding any activities undertaken on behalf of the Company or any of its affiliates in the course of his duties, he will not directly or indirectly hire or otherwise engage the services of any employee of the Company or any of its affiliates or solicit any such employee to leave the employ of the Company, terminate or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by diminish his/her/its relationship with the Company at the time or any of the termination or cessation of the Executive’s employment with the Companyits affiliates; provided that this clause (ii) Section shall not apply restrict Executive’s right to solicit prospective employees pursuant to a general advertisement not specifically directed at such persons and to hire any persons (other than any person who is a direct report of Executive during his employment) who respond thereto and (2) that the solicitation, solicitation or hiring or engagement of any independent contractor that is not an individual whose employment and provides services to multiple clients shall not be a violation of this Section so long as such solicitation or hiring does not cause the independent contractor to terminate or diminish its relationship with the Company has been terminated for a period or any of six (6) months or longer at the time of such solicitation, hiring or employmentits affiliates.