Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from service, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' trade secrets and confidential information. Thus. to avoid the inevitable disclosure of the Company's and its Affiliates' trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of service, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "directly or indirectly through any other Person engage in" shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "Competing Business" means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service (the "Restricted Area") that at any time during his or her employment with or performance of services to the Company has competed, or at any time during the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (1212)/) months month period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer venture or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or and elsewhere in the world world, where the Company or any of and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any and time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventsbusiness related to telecommunications infrastructure. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.,

Restriction on Competition. The Participant Executive acknowledges that, in the course of Executive’s employment with the Company and/or its Affiliates , he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during following the twelve (12) months following his or her separation from serviceSeverance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential informationConfidential Information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) twenty-four months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventsthe passenger cruise ship industry (the “Business”). Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, (iithe Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’s agreement to forfeit all or a portion of the Severance Benefit payable under Section 5.3(b) providing services to a Person otherwise engaged or the Change in a Competing Business, Control Severance Benefit payable under Section 5.3(c). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Participant provides no services to any business operated, managed or controlled Executive and the Company determined by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibitionCompany.

Restriction on Competition. The Participant Officer agrees that if the Participant Officer were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve twenty-four (1224) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Officer not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve twenty-four (1224) months after the Participant's termination of serviceSeverance Date, the Participant Officer will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business; provided, however, that the restrictions set forth in this Section 6.2 shall not be applicable if the Officer is no longer employed by reason of the Company’s providing notice that it desires to not extend, or further extend, as the case may be, the Period of Employment pursuant to Section 2. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer venture or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Officer from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Officer has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Officer provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service (the "Restricted Area") that at any time during his or her employment with or performance of services to the Company has competed, or at any time during the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% jurisdictions where any of the outstanding stock Protected Companies reasonably anticipate engaging in business on the date of any class the Participant’s Termination of a corporation Relationship (provided that is publicly traded, so long as of the Participant has no active participation in date of the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.Participant’s Termination of

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months month period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means only the following: (a) the businesses commonly known as Bass Pro Shops, Cabela’s, Scheels, Field and Stream Stores, and REI CO-OP; (b) any successor to any business identified in clause (a); and (c) any affiliate of a Person anywhere business identified in clause (a) or clause (b); provided, however, that a “Competing Business” shall not include a parent company or sister company of a business identified in clause (a) or clause (b) if both (x) such parent company is also engaged (directly or through other affiliates) in businesses that are not competitive with any business described in clause (a) or clause (b) (or, in the continental United States case of a sister company, such sister company is not engaged in any business that is competitive with any business described in clause (a) or elsewhere clause (b)), and (y) the Executive’s position, services and responsibilities with such entity are limited to the distribution of merchandise that is not competitive with any business described in clause (a) or clause (b) and the Executive does not participate in any way in any business identified in clause (a) or clause (b). For example, and to clarify the foregoing proviso based on circumstances as in effect on the date of this Agreement, the Field and Stream Stores are a division of Dick’s Sporting Goods, Inc., and Dick’s Sporting Goods, Inc. would not be considered a “Competing Business” for purposes of this Agreement so long as (x) Dick’s Sporting Goods, Inc. also engaged (directly or through other affiliates) in businesses that are not competitive with any business described in clause (a) or clause (b) of the preceding sentence, and (y) the Executive’s position, services and responsibilities with Dick’s Sporting Goods, Inc. (or an affiliate) were limited to the distribution of merchandise that is not competitive with any business described in clause (a) or clause (b) of the preceding sentence and the Executive did not participate in any way in the world where business of the Company Field and Stream Stores or any other business described in clause (a) or clause (b) of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service (the "Restricted Area") that at any time during his or her employment with or performance of services to the Company has competed, or at any time during the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventspreceding sentence. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that Competing Business which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve twenty-four (1224) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve twenty-four (1224) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business; provided, however, that the restrictions set forth in this Section 6.2 shall not be applicable if the Executive is no longer employed by reason of the Company’s providing notice that it desires to not extend, or further extend, as the case may be, the Period of Employment pursuant to Section 2. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Executive provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from serviceSeverance Period, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months time after the Participant's termination of serviceSeverance Date equal to the Severance Period, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Period competes, competes with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, theatrical exhibitionthe research, digital cinemadevelopment, internet ticketing and virtual box office for theatrical exhibitions, IMAX identification or other three dimensional screened entertainment, pre-show content, cinema marketing of targeted regional cancer or lobby advertising products, meeting and event services or special in-theater eventsinfectious disease drug delivery systems. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Employee agrees that if the Participant Employee were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from serviceSeverance Period, it would be very difficult for the Participant Employee not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months time after the Participant's termination of serviceSeverance Date equal to the Severance Period, the Participant Employee will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Period competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibitionthe research, digital cinemadevelopment, internet ticketing and virtual box office for theatrical exhibitions, IMAX identification or other three dimensional screened entertainment, pre-show content, cinema marketing of targeted regional cancer or lobby advertising products, meeting and event services or special in-theater eventsinfectious disease drug delivery systems. Nothing herein shall prohibit the Participant Employee from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Employee has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve twenty-four (1224) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve twenty-four (1224) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Executive provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates affiliates during the twelve (12) months period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's and its Affiliatesaffiliates' trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliatesaffiliates' trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliatesaffiliates' relationships and goodwill with customers, during his or her employment with or performance the Period of services Employment and, if the Executive becomes entitled to any Severance Benefit pursuant to Section 5.3(b), continuing through the Company and for a period end of twelve (12) months after the Participant's termination of serviceSeverance Period, the Participant Executive will not directly or indirectly through any other Person person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "directly or indirectly through any other Person person engage in" shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "Competing BusinessCOMPETING BUSINESS" means a Person person or entity anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates affiliates engage in business, or or, to the Executive's knowledge on the Severance Date, reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "Restricted RESTRICTED Area") that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve six (126) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates affiliates in any business related to research, development, manufacture, distribution and sale of its or their businessesvitamins, includingminerals, without limitationhealth and nutritional supplements, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising sports nutrition products, meeting herbal teas and event services or special in-theater eventsnatural health and beauty care products and such other businesses as the Company is engaged in on the Severance Date. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company or any of its Affiliates Protected Companies anywhere in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing the Restricted Area and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation(i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) providing services reinsuring closed blocks of existing business, (iii) managing investments held by ceding companies pursuant to a Person otherwise engaged funds withheld coinsurance contracts with its affiliates, (iv) managing investments in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Businesslife insurance industry, or (iiiv) providing services to a Person any significant business conducted by the Protected Companies as of the date of the Participant’s Termination of Relationship and any significant business or businesses the Protected Companies conduct in the twelve (12) month period after the Participant’s Termination of which are unrelated to theatrical exhibition.Relationship (provided that as of the date of the Participant’s [M-4 (November 2016)]

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area") that at any time during his or her employment with or performance date of services the Participant’s Termination of Relationship, to the Company knowledge of the Participant, such area has competed, or at any time during been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% date of the outstanding stock Participant’s Termination of any class Relationship). For purposes of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.this

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company or any of its Affiliates Protected Companies anywhere in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing the Restricted Area and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation(i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) providing services reinsuring closed blocks of existing business, (iii) managing investments held by ceding companies pursuant to a Person otherwise engaged funds withheld coinsurance contracts with its affiliates, (iv) managing investments in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Businesslife insurance industry, or (iiiv) providing services to a Person the any significant business or businesses of which are unrelated to theatrical exhibition.conducted by

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company or any of its Affiliates Protected Companies anywhere in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing the Restricted Area and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation(i) annuity reinsurance, (ii) providing services to focusing on contracts reinsuring a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses quota share of which are unrelated to theatrical exhibition.future premiums of various fixed annuity

Restriction on Competition. The Participant Consultant agrees that if the Participant Consultant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve eighteen (1218) months month period following his or her separation from servicethe Termination Date, it would be very difficult for the Participant Consultant not to rely on or use the Company's and its Affiliates' trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' relationships and goodwill with customers, during his or her employment with or performance of services to the Company Consulting Term and for a period of twelve eighteen (1218) months after the Participant's termination of serviceTermination Date, the Participant Consultant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "directly or indirectly through any other Person engage in" shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "Competing BusinessCOMPETING BUSINESS" means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably anticipate engaging in business, business on the Participant's termination of service Termination Date (the "Restricted AreaRESTRICTED AREA") that at any time during his or her employment with or performance of services to the Company Consulting Term has competed, or at any and time during the twelve eighteen (1218) month period following the Participant's termination of serviceTermination Date competes, competes with the Company or any of its Affiliates in any business related to research, development, manufacture, distribution and sale of its or their businessesvitamins, includingminerals, without limitationhealth and nutritional supplements, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising sports nutrition products, meeting herbal teas and event services natural health and beauty care products and such other businesses as the Company is engaged in on the Termination Date; provided, however, that the Company and the Consultant acknowledge that the Consultant intends to develop products based on electromagnetic healing technologies ("ENERGETIC TECHNOLOGIES") and other medical device technology, in each case which do not compete with the Company's current or special inintended business and which are excluded from the purview of this Section 6.2. The Consultant agrees to provide the Company with a right of first refusal to purchase or co-theater eventsdevelop any of the Energetic Technologies or medical devices developed by the Consultant on terms offered by a third party or, if no such offer has been made, on terms mutually agreeable to both parties within sixty (60) days following the Consultant's written notice to the Company of the availability of such Energetic Technologies or medical devices for purchase. Nothing herein shall prohibit the Participant Consultant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Consultant has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Officer agrees that if the Participant Officer were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Officer not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Officer will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Officer from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Officer has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Officer provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by (or contract to become employed by), or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12)) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant will Executive shall not directly or indirectly through any other Person engage in, enter the employ of (or contract to enter the employ of), render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a any Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service (the "Restricted Area") that at any time during his the Period of Employment is engaged in (or her employment with or performance of services has plans to the Company has competedengage in), or at any time during the twelve six (126) month period following the Participant's termination Severance Date is engaged in (or has plans to engage in) any business engaged in the late stage development, registration, or commercialization of service, competes an antibiotic with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventsactivity against methicillin resistant staphylococcus. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than two percent (2% )of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company or any of its Affiliates Protected Companies anywhere in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing the Restricted Area and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation(i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) providing services reinsuring closed blocks of existing business, (iii) managing investments held by ceding companies pursuant to a Person otherwise engaged funds withheld coinsurance contracts with its affiliates, (iv) managing investments in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Businesslife insurance industry, or (iiiv) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.any significant business

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company Protected Companies anywhere in the Restricted Area and in the business of (i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) reinsuring closed blocks of existing business, (iii) managing investments held by ceding companies pursuant to funds withheld coinsurance contracts with its affiliates, (iv) managing investments in the life insurance industry, or (v) any significant business conducted by the Protected Companies as of its Affiliates the date of the Participant’s Termination of Relationship and any significant business the Protected Companies conduct in the twelve (12) month period after the Participant’s Termination of Relationship (provided that as of the date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such business has been discussed as a business that the Protected Companies reasonably contemplate engaging in within such twelve (12) month period). For purposes of this Agreement, “Restricted Period” means the Participant’s period of service until his or her Termination of Relationship, and thereafter through and including (A) twelve (12) months following the Participant’s Termination of Relationship with respect to any Participant with a title of its CEO, President or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing EVP at the time of the Termination of Relationship; (B) nine (9) months following the Participant’s Termination of [M-4 Prime RSU (November 2016)] Relationship with respect to any Participant with a title of SVP at the time of the Termination of Relationship and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events(C) six (6) months following the Participant’s Termination of Relationship with respect to any Participant with a title of VP at the time of the Termination of Relationship. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 21% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant has no active participation in the business of such corporation, or (ii) providing services to a Person otherwise subsidiary, division or affiliate of a Competing Business if such subsidiary, division or affiliate is not itself engaged in a Competing Business, provided Business and the Participant provides no does not provide services to to, or have any business operatedresponsibilities regarding, managed or controlled by such Person that causes such Person to constitute a the Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates affiliates during the twelve (12) months period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' affiliates’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' affiliates’ relationships and goodwill with customers, during his or her employment with or performance the Period of services Employment and, if the Executive becomes entitled to any Severance Benefit pursuant to Section 5.3(b), continuing through the Company and for a period end of twelve (12) months after the Participant's termination of serviceSeverance Period, the Participant Executive will not directly or indirectly through any other Person person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person person or entity anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates affiliates engage in business, or or, to the Executive’s knowledge on the Severance Date, reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve six (126) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates affiliates in any business related to research, development, manufacture, distribution and sale of its or their businessesvitamins, includingminerals, without limitationhealth and nutritional supplements, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising sports nutrition products, meeting herbal teas and event services or special in-theater eventsnatural health and beauty care products and such other businesses as the Company is engaged in on the Severance Date. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months month period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means only the following: (a) the businesses commonly known as Bass Pro Shops, Cabela’s, Scheels, Field and Stream Stores, Xxxxxxxxxxx.xxx, and REI CO-OP; (b) any successor to any business identified in clause (a); and (c) any affiliate of a Person anywhere business identified in clause (a) or clause (b); provided, however, that a “Competing Business” shall not include a parent company or sister company of a business identified in clause (a) or clause (b) if both (x) such parent company is also engaged (directly or through other affiliates) in businesses that are not competitive with any business described in clause (a) or clause (b) (or, in the continental United States case of a sister company, such sister company is not engaged in any business that is competitive with any business described in clause (a) or elsewhere clause (b)), and (y) the Executive’s position, services and responsibilities with such entity are limited to the distribution of merchandise that is not competitive with any business described in clause (a) or clause (b) and the Executive does not participate in any way in any business identified in clause (a) or clause (b). For example, and to clarify the foregoing proviso based on circumstances as in effect on the date of this Agreement, the Field and Stream Stores are a division of Dick’s Sporting Goods, Inc., and Dick’s Sporting Goods, Inc. would not be considered a “Competing Business” for purposes of this Agreement so long as (x) Dick’s Sporting Goods, Inc. also engaged (directly or through other affiliates) in businesses that are not competitive with any business described in clause (a) or clause (b) of the preceding sentence, and (y) the Executive’s position, services and responsibilities with Dick’s Sporting Goods, Inc. (or an affiliate) were limited to the distribution of merchandise that is not competitive with any business described in clause (a) or clause (b) of the preceding sentence and the Executive did not participate in any way in the world where business of the Company Field and Stream Stores or any other business described in clause (a) or clause (b) of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service (the "Restricted Area") that at any time during his or her employment with or performance of services to the Company has competed, or at any time during the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventspreceding sentence. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that Competing Business which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company Protected Companies anywhere in the Restricted Area and in the business of (i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) reinsuring closed blocks of existing business, (iii) managing investments held by ceding companies pursuant to funds withheld coinsurance contracts with its affiliates, (iv) managing investments in the life insurance industry, or (v) any significant business conducted by the Protected Companies as of its Affiliates the date of the Participant’s Termination of Relationship and any significant business the Protected Companies conduct in any the twelve (12) month period after the Participant’s Termination of its Relationship (provided that as of the date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such business has been discussed as a business that the Protected Companies reasonably contemplate engaging in within such twelve (12) month period). For purposes of this Agreement, “Restricted Period” means the Participant’s period of service until his or their businessesher Termination of Relationship, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting thereafter through and event services or special in-theater eventsincluding twelve (12) months following the Participant’s Termination of Relationship. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 21% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant has no active participation in the business of such corporation, or (ii) providing services to a Person otherwise subsidiary, division or affiliate of a Competing Business if such subsidiary, division or affiliate is not itself engaged in a Competing Business, provided Business and the Participant provides no does not provide services to to, or have any business operatedresponsibilities regarding, managed or controlled by such Person that causes such Person to constitute a the Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the date of the Participant's termination ’s Termination of service, competes Relationship begins competing with the Company or any of its Affiliates Protected Companies anywhere in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing the Restricted Area and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation, (iii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.annuity reinsurance,

Restriction on Competition. The Participant Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors (including Regent for these purposes), he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’(including Regent for these purposes) trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors (including Regent for these purposes) and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential informationConfidential Information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventsthe passenger ship cruise ship industry (the “Business”). Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Consultant agrees that if the Participant Consultant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve eighteen (1218) months month period following his or her separation from servicethe Termination Date, it would be very difficult for the Participant Consultant not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company Consulting Term and for a period of twelve eighteen (1218) months after the Participant's termination of serviceTermination Date, the Participant Consultant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably anticipate engaging in business, business on the Participant's termination of service Termination Date (the "“Restricted Area"”) that at any time during his or her employment with or performance of services to the Company Consulting Term has competed, or at any and time during the twelve eighteen (1218) month period following the Participant's termination of serviceTermination Date competes, competes with the Company or any of its Affiliates in any business related to research, development, manufacture, distribution and sale of its or their businessesvitamins, includingminerals, without limitationhealth and nutritional supplements, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising sports nutrition products, meeting herbal teas and event services natural health and beauty care products and such other businesses as the Company is engaged in on the Termination Date; provided, however, that the Company and the Consultant acknowledge that the Consultant intends to develop products based on electromagnetic healing technologies (“Energetic Technologies”) and other medical device technology, in each case which do not compete with the Company’s current or special inintended business and which are excluded from the purview of this Section 6.2. The Consultant agrees to provide the Company with a right of first refusal to purchase or co-theater eventsdevelop any of the Energetic Technologies or medical devices developed by the Consultant on terms offered by a third party or, if no such offer has been made, on terms mutually agreeable to both parties within sixty (60) days following the Consultant’s written notice to the Company of the availability of such Energetic Technologies or medical devices for purchase. Nothing herein shall prohibit the Participant Consultant from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Consultant has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Officer agrees that if the Participant Officer were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve twenty-four (1224) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Officer not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve twenty-four (1224) months after the Participant's termination of serviceSeverance Date, the Participant Officer will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business; provided, however, that the restrictions set forth in this Section 6.2 shall not be applicable if the Officer is no longer employed by reason of the Company’s providing notice that it desires to not extend, or further extend, as the case may be, the Period of Employment pursuant to Section 2. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Officer from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Officer has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Officer provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Executive agrees that if the Participant Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates subsidiaries during the twelve (12) months month period following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Executive not to rely on or use the Company's and its Affiliatessubsidiaries' trade secrets and confidential information. Thus. Accordingly, the Company shall have no obligation to avoid pay any Severance Benefit (or any further Severance Benefit, as the inevitable disclosure of the Company's and its Affiliates' trade secrets and confidential informationcase may be, and to protect such trade secrets and confidential information and in each case that may otherwise be or become due) in the Company's and its Affiliates' relationships and goodwill with customersevent that, during his the Period of Employment or her employment with or performance of services to at any time in the Company and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant will not Executive, directly or indirectly through any other Person engage engages in, enter enters the employ of, render renders any services to, have has any ownership interest in. nor participate , or participates in the financing, operation, management or control of, any Competing Business. The Executive agrees that he will not hold any such position or engage in any such activity during the Period of Employment. Compliance with this Section 6.2 is a condition precedent to any Severance Benefit that might otherwise be or become due. For avoidance of doubt, the Company shall not be entitled to monetary damages or injunctive relief in the event of any breach by the Executive of this Section 6.2 following the Severance Date. For purposes of this Award Agreement, the phrase "directly or indirectly through any other Person engage in" shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "Competing Business" means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates subsidiaries engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "Restricted Area") that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any and time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates subsidiaries in any business engaged in by the Company or any of its subsidiaries (or their businesseswhich any of them had plans to in the future engage in, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX which plans were known by or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater eventsreasonably should have been known by the Executive) as of the Severance Date. Nothing herein shall prohibit the Participant Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Participant Executive has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant Officer agrees that if the Participant Officer were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following his or her separation from servicethe Severance Date, it would be very difficult for the Participant Officer not to rely on or use the Company's ’s and its Affiliates' ’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's ’s and its Affiliates' ’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's ’s and its Affiliates' ’ relationships and goodwill with customers, during his or her employment with or performance the Period of services to the Company Employment and for a period of twelve (12) months after the Participant's termination of serviceSeverance Date, the Participant Officer will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Award Agreement, "“Competing Business" ” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably anticipate engaging in business, on the Participant's termination of service Severance Date (the "“Restricted Area"”) that at any time during his or her employment with or performance the Period of services to the Company Employment has competed, or at any time during the twelve (12) month period following the Participant's termination of serviceSeverance Date competes, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant Officer from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant Officer has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant Officer provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing ​ services to a Person the business or businesses of which are unrelated to theatrical exhibition.

Restriction on Competition. The Participant acknowledges that, in the course of his or her service with the Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Participant agrees that if the Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the twelve (12) months following his or her separation from serviceRestricted Period, it would be very difficult for the Participant not to rely on or use the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information. Thus. , to avoid the inevitable disclosure of the Company's and its Affiliates' Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its Affiliates' Protected Companies’ relationships and goodwill with customers, during his or her employment with or performance of services to the Company and for a period of twelve (12) months after the Participant's termination of serviceRestricted Period, the Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in. , nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Award Agreement, the phrase "“directly or indirectly through any other Person engage in" ” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Award Agreement, "Competing Business" “Restricted Area” means a Person anywhere in the continental United States or States, Bermuda and elsewhere in the world where the Company or any of its Affiliates Protected Companies engage in business, or including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, business on the date of the Participant's termination ’s Termination of service Relationship (provided that as of the "Restricted Area"date of the Participant’s Termination of Relationship, to the knowledge of the Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of the Participant’s Termination of Relationship). For purposes of this Agreement, “Competing Business” means a Person that at any time during his or her employment with or performance the Participant’s period of services to the Company service has competed, or at any time during the twelve (12) month period following the Participant's termination of service, competes with the Company or any of its Affiliates in any of its or their businesses, including, without limitation, theatrical exhibition, digital cinema, internet ticketing and virtual box office for theatrical exhibitions, IMAX or other three dimensional screened entertainment, pre-show content, cinema or lobby advertising products, meeting and event services or special in-theater events. Nothing herein shall prohibit the Participant from [M-4 Prime (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Participant has no active participation in the business of such corporation, (ii) providing services to a Person otherwise engaged in a Competing Business, provided the Participant provides no services to any business operated, managed or controlled by such Person that causes such Person to constitute a Competing Business, or (iii) providing services to a Person the business or businesses of which are unrelated to theatrical exhibition.November 2016)]