Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement his employment hereunder, Executive agrees that during the period of his employment hereunder and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period")two years thereafter, he will not (a) directly or indirectly compete with own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the EmployerCorporation for the purpose of soliciting, includingdiverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, but not by way and (2) in all locations in respect of limitation, by directly or indirectly owning, managing, operating, controlling, financingwhich the Corporation is actively planning for and/or pursuing a business opportunity, or by directly (c) induce, influence or indirectly serving seek to induce or influence any person engaged as an employee, officer representative, agent, independent contractor or director of or consultant tootherwise by the Corporation, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment his or her relationship with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")Corporation. For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant Nothing herein contained shall be deemed to have prohibit Executive from (x) investing his funds in securities of an issuer if the duration specified securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this paragraph (a) computed from Paragraph 9 are reasonable and necessary for the date protection of the relief is granted but reduced by the time between Corporation, and that each provision, and the period when or periods of time, geographic areas and types and scope of restrictions on the Restrictive Period began activities specified herein are, and are intended to run and the date of the first violation of the Restrictive Covenant by the Executivebe, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a successor court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the Employer assumes parties hereto, modified, amended and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only limited to the primary service area of extent necessary to render the Employer as it existed immediately before such assumption or acquisition same valid and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationenforceable.

Restrictive Covenant. The Employer Employee acknowledges that the services he is to render are of a special and unusual character with a unique value to the Executive have jointly reviewed Company, the tenant listsloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, property submittalsbecause of the confidential information Company promises to disclose to Employee, logs, broker listsas hereinabove set forth, and operations of as a material inducement to the Employer, and have agreed that as an essential ingredient of and in consideration of Company to enter into this Agreement and to pay to Employee the payment compensation stated herein as well as any additional benefits stated herein, Employee covenants and agrees as follows: For the period commencing with the date of the amounts described in Sections 3 Agreement and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four ending twelve (2412) months after following the termination of this Agreement, for whatever reason, the Executive's employment with the Employer (the "Restrictive Period"), Employee agrees that he will not directly or indirectly compete indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be in direct competition to any material business of the Company. For purposes hereof, a business will be deemed, until proven otherwise, to be in direct competition if it involves the sale of products used for the disposal, transportation or destruction of medical sharps or any other products or services marketed by the Company or its subsidiaries and affiliates. Employee agrees further that, for a period commencing with the date of this Agreement and ending twelve (12) months following termination of this Agreement, for whatever reason, Employee shall not, directly or indirectly, make known to any person, firm or corporation, the names and addresses of any clients, customers, employees or independent contractors of the Company or any other information pertaining to them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Employee called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section shall prohibit the Employee from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded capital stock of any such corporation which conducts a business in competition with the business of the Employer, including, but Company. Should the foregoing covenant not by way to compete be held invalid or unenforceable because of limitation, by directly or indirectly owning, managing, operating, controlling, financingthe scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by directly or indirectly serving as an employee, officer or director this Section and the period of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity time during which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")such agreement is enforceable. For purposes The provisions of this subparagraph (a), a business Section shall be considered "similar" to that of applicable for the Employer if it is engaged in the acquisitionperiod indicated, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date regardless of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue for any reason prior to apply only to the primary service area expiration of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationperiod.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations (a) In consideration of the EmployerCorporation's entering into this Agreement, and have agreed Executive agrees that as an essential ingredient during the period of and his employment hereunder and, in consideration the event of termination of this Agreement and (i) by the payment of Corporation upon Executive becoming Disabled (as that term is defined in Paragraph 13 hereof), (ii) by the amounts described Corporation for Cause (as that term is defined in Sections 3 and 4 Paragraph 14 hereof, the ) or (iii) by Executive hereby agrees that, except with the express prior written consent of the Employerotherwise than for Employer Breach (as that term is defined in Paragraph 15 hereof), for a further period equal to the lesser of the number of FULL six months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period")thereafter, he will not (x) directly or indirectly compete with the own, manage, operate, join, control, participate in, invest in, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in a directly competitive business (as hereinafter defined) to that of the EmployerCorporation or any of its subsidiaries within the United States of America, including(y) for himself or on behalf of any other person, but not by way partnership, corporation or entity, call on any customer of limitationthe Corporation or any of its subsidiaries for the purpose of soliciting away, by directly diverting or indirectly owning, managing, operating, controlling, financingtaking away any customer from the Corporation or its subsidiaries, or by directly or indirectly serving (z) solicit any person then engaged as an employee, officer representative, agent, independent contractor or director otherwise by the Corporation or any of or consultant toits subsidiaries, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment his or her relationship with Employer and become employed by the Corporation or any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")its subsidiaries. For purposes of this subparagraph (a)Agreement, a the term "directly competitive business" shall mean any business shall be considered "similar" to that of the Employer if it is engaged then involved in the acquisitionresearch, development, ownership, operation, management manufacturing or leasing of suburban office property (i) commercialization in any geographic market way of any product, compound, device or submarket in which method that acts or functions by, through or on the Employer owns more than 750,000 s.f. same active, binding or receptor site, mechanism of properties either action, signaling pathway or channel as any product, compound, device or method that is or becomes a part of the date hereof Corporation's business or as the business of the date any of termination of the its subsidiaries during Executive's employmentemployment by the Corporation or any of its subsidiaries. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved Nothing contained in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this Agreement shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar investing his funds in securities which of an issuer if the securities of such issuer are listed for trading on a national securities exchange or quoted on are traded in the National Association of Securities Dealers Automated Quotation System which do not over-the-counter market and Executive's holdings therein represent more less than five percent (5%) 10% of the outstanding capital stock total number of any corporationshares or principal amount of the securities of such issuer outstanding.

Restrictive Covenant. The Employer Employee and the Executive Employer have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as the covenants contained in this Section 5 are an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive . The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the ExecutiveEmployee's employment with the Employer Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), he the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, being a shareholder or by directly partner of or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducingin any other capacity with, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business similar which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of the Employer asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness similar to that of the Employer's.

Restrictive Covenant. The Employer Executive covenants and agrees that the Executive have jointly reviewed shall not directly or indirectly, within the tenant lists, property submittals, logs, broker lists, and operations marketing area of the Employer, and have agreed that Bank (defined as an essential ingredient of and in consideration of this Agreement and the payment area within fifty (50) miles of the amounts described registered office of the Bank), enter into or engage generally in Sections 3 and 4 hereof, the Executive hereby agrees that, except direct or indirect competition with the express prior written consent Corporation or Bank or any subsidiary of the EmployerCorporation, either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, lessor or creditor of or for any person, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months one year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of his employment if the Executive's employment. If employment is terminated for any reason whatsoever except upon resignation by the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result "Good Reason" under paragraph 10(d) hereof (except that change of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and control shall not apply to any of the successor's other offices or marketsconstitute Good Reason for this paragraph). The foregoing Restrictive Covenant restriction shall not be construed to prohibit the ownership by Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to do any of the foregoing. The existence of any claim or cause of action of the Executive against the Corporation or Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or Bank of this covenant. The Executive agrees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank for which it shall have no adequate remedy at law and the Corporation or Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Restrictive Covenant. The Employer Executive covenants and agrees as follows: the Executive have jointly reviewed shall not directly or indirectly, within the tenant lists, property submittals, logs, broker lists, and operations marketing area of the Employer (defined as the area within a fifty (50) mile radius of any office or branch of the employer) enter into or engage generally in direct or indirect competition with the Employer or any subsidiary of the Employer, and have agreed that either as an essential ingredient individual on his own or as a partner or joint venture, or as director, officer, shareholder, employment, agent, independent contractor, lessor or creditor of or for any person, while employed by the Bank and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of his employment, whether voluntary or involuntary. The foregoing restriction shall not be construed to prohibit the Executive's employmentownership by Executive of not more than five (5%) percent of any class of securities of any corporation which is in competition with the Employer, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either, directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to do any of the foregoing. If The existence of any claim or cause of action of the Executive violates against the Restrictive Covenant Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of this covenant. The Executive agrees that the restrictions set forth in this Agreement do not unreasonably interfere with his ability to obtain employment in his chosen field. The Executive also agrees that any breach of the restrictions set forth in Paragraphs 6, 7, and 8 will result in irreparable injury to the Employer for which they shall have no adequate remedy at law and the Employer brings legal action for Employers shall been entitled to injunctive or other relief, relief in order to enforce the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executiveprovisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a successor period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationcourt.

Restrictive Covenant. The Employer Pinnacle and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listslists of depositors and borrowers, and the operations of the Employer, Pinnacle's subsidiaries and have agreed that the primary service area of Pinnacle's subsidiaries' lending and deposit taking functions extends to an area encompassing a ten mile radius from the main office of Pinnacle Bank and or any branch office of Pinnacle Bank and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 2 and 4 5 hereof, the Executive hereby agrees that, except with the express prior written consent of the EmployerPinnacle, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer Pinnacle (the "Restrictive Period"), he will not directly or indirectly compete with the business of the EmployerPinnacle, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer Pinnacle to terminate employment with Employer Pinnacle and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a "Financial Institution") within a ten mile radius of the Employer main office of Pinnacle Bank or any branch office of Pinnacle Bank and any of its subsidiaries existing at the time of termination (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer Pinnacle brings legal action for injunctive or other relief, the Employer Pinnacle shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (aSection 6(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System a national securities exchange which do not represent more than five percent (5%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), ) a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office or net leased retail property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL t he full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor suc- cessor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's ’s employment with the Employer for any reason (including termination as a result of the expiration of the term so this Agreement), (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's ’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer Executive understands and recognizes that his services to Company are special and unique and that in the course of performing such services Executive will have jointly reviewed the tenant lists, property submittals, logs, broker lists, access to and operations knowledge of the Employer, Confidential and have agreed that as an essential ingredient of Proprietary Information and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with during the express prior written consent of the Employer, for a Term and twelve month period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the immediately following Executive's ’s separation from employment with the Employer (the "Restrictive “Termination Restriction Period"”), whether such separation is voluntary or involuntary, he will shall not in any manner, directly or indirectly compete with the business indirectly, on behalf of the Employer, including, but not by way of limitation, by directly himself or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any other person, firm, partnership, corporationjoint venture, trust corporation or other business entity which owns (“Person”), enter into or operates a engage in any business similar to that involving the development or commercialization of competing products developed or commercialized by the Company at the time of Executive’s separation or at any time during Executive’s employment with the Company (the “Business of the Employer (Company”) within the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket area in which Company does business, which is deemed by the Employer owns more than 750,000 s.f. of properties either as of Parties hereto to be the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant United States and the Employer brings legal action for injunctive or other reliefEuropean Union. Executive acknowledges that, due to the Employer shall notunique nature of Company’s business, as Company has a result strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the time involved restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Notwithstanding the foregoing, nothing contained in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this Section 7(a) shall be deemed to have prohibit Executive from acquiring or passively holding, solely for investment, publicly traded securities of any corporation, some or all of the duration specified activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this paragraph (aSection 7(a) computed shall preclude Executive from performing the date functions of chief executive or other senior executive, per se, provided such functions do not involve the relief is granted but reduced by development of a product within the time between the period when the Restrictive Period began to run and the date Business of the first violation Company, as defined herein, or the use of the Restrictive Covenant Confidential and Proprietary Information; becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i)) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Executive. In the event that a successor Business of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerCompany, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall (ii) Executive does not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningprovide services, directly or indirectly, capital stock to any other division or similar securities which are listed on operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a securities exchange or quoted on “Competitive Division” and collectively, the National Association of Securities Dealers Automated Quotation System which do not represent more “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than five percent (5%) 10% of the outstanding capital stock multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of any corporationemployment with or provision of services to the Division.

Restrictive Covenant. The Employer Employee and the Executive Employer have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as the covenants contained in this Section 5 are an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive . The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the ExecutiveEmployee's employment with the Employer Employer, with respect to clause (the i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c)(the "Restrictive Period"), he the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, being a shareholder or by directly partner of or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducingin any other capacity with, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business similar which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of the Employer asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness similar to that of the Employer's.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to either (i) twelve (12) months if the lesser Executive's employment is terminated as a result of the number expiration of FULL months the Executive has at any time been employed by the Employer term of this Agreement or (ii) twenty-four (24) months after the termination of the Executive's employment with the Employer for any other reason, (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer Weis covenants and agrees that during the Executive have jointly reviewed period commencing with the tenant listsdate hereof and ending one (1) year from the date Xxxx’x employment with Sonic Foundry is terminated with or without “cause” by reason of Xxxx’x voluntary termination of employment from Sonic Foundry, property submittalsor by reason of non-renewal (the “Non-Compete Period”), logsemployee will not compete or attempt to compete with or become associated with any business which competes with the Company’s automated rich media application software and systems business, broker lists, and operations or any business activities of the EmployerCompany existing on or developed subsequent to the date hereof. Xxxx covenants and agrees that he will not, and have agreed that as an essential ingredient of and in consideration of this Agreement and without the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of Sonic Foundry during the Employer, for a period equal to the lesser Non-Compete Period: (a) solicit any customer of the number of FULL months Company; (b) solicit any contracts which were either being solicited by, or which were under contract with, the Executive has at Company by performing or causing to be performed any time been employed by the Employer work which was either being solicited by, or twenty-four which was under contract with, Sonic Foundry; or (24c) months after the termination induce any sales, operating, technical or other personnel of the Executive's employment with Company to leave the Employer (service, employ or business of the "Restrictive Period"), Company. Weis agrees that he will not violate this Article Tenth: (a) directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer indirectly; (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (ib) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties capacity, either as of the date hereof individually or as a member of the date any firm; (c) as an officer, director, stockholder, partner or employee of termination any business; or (d) through or with any persons, relatives (either through blood or marriage), firms, corporations or individuals controlled by or associated with him (each and every such method of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved violation referred to in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph clauses (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began through (d) shall hereinafter be referred to run and the date as an “indirect violation”). Weis further agrees that doing or causing to be done any of the first actions prohibited in this Article Tenth by means of an indirect violation shall constitute a violation of the Restrictive Covenant this Article Tenth as though violated by the Executive. In the event that a successor Xxxx, subject to all of the Employer assumes remedies to Sonic Foundry provided for herein and agrees as otherwise provided by law. Eleventh: Arbitration; Governing Law Any controversy or claim arising out of, or relating to perform this Agreement or otherwise acquires the Employerbreach thereof, this Restrictive Covenant shall continue to apply only be settled by binding arbitration in the City of Madison pursuant to the primary service area laws of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any State of Wisconsin in accordance with the rules then obtaining of the successor's other offices or marketsAmerica Arbitration Association, and judgments upon the award rendered may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin. The foregoing Restrictive Covenant arbitrators shall not prohibit have the Executive from owningpower in their discretion to award attorneys’ fees and other legal costs and expenses to the prevailing party in connection with any arbitration. Twelfth: Notices Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by certified mail to his residence, directly in the case of Xxxx, or indirectlyto its principal office, capital stock or similar securities which are listed on a securities exchange or quoted on in the National Association case of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationSonic Foundry.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service areas of the Employer's lending and deposit taking functions extends to the areas encompassing the sixty (60) mile radii from each of the offices of the Employer. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 4 and 4 hereof10, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months years after the termination of the ExecutiveEmployee's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a "Financial Institution") within the sixty (60) mile radii of each of the Employer Employer's offices (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer Executive covenants and agrees that the Executive have jointly reviewed shall not, directly or indirectly, within the tenant lists, property submittals, logs, broker lists, and operations marketing area of the Employer, and have agreed that Bank (defined as an essential ingredient of and in consideration of this Agreement and the payment area within fifty (50) miles of the amounts described registered office of the Bank), enter into or engage generally in Sections 3 and 4 hereof, the Executive hereby agrees that, except direct or indirect competition with the express prior written consent Corporation or Bank or any subsidiary of the EmployerCorporation, either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, lessor or creditor of or for any person, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months one year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of his employment if the Executive's employment. If ’s employment is terminated for any reason whatsoever, provided, however, that the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified restrictions in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and 9 shall not apply to any in the event the termination of the successor's other offices or marketsExecutive’s employment occurs following a Change in Control, as defined herein. The foregoing Restrictive Covenant restriction shall not be construed to prohibit the ownership by Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to do any of the foregoing. The existence of any claim or cause of action of the Executive against the Corporation or Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or Bank of this covenant. The Executive agrees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank for which it shall have no adequate remedy at law and the Corporation or Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to the period of time or geographical area determined to be reasonable by the court.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 Section 4 and 4 hereofSection 10, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the ExecutiveEmployee's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates an office or other business location of: (i) a business bank, savings and loan association, credit union or similar to that financial institution, or (ii) an insurance company or agency, investment brokerage firm or other entity or organization involved in the retail sale of investment products or the making of retail or commercial loans (any of the Employer foregoing referred to in clauses (i) or (ii) collectively referred to as a "Financial Institution") within a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and During the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration term of this Agreement and for -------------------- a period of 12 months after termination or expiration of this Agreement, the payment Employee will not (a) directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with any business that derives income from providing the same or similar services or products as those of the amounts described Corporation, or is in Sections 3 and 4 hereofcompetition with any business that the Corporation is conducting or demonstrably anticipated conducting as of the Employee's termination date; (b) solicit business or perform work for any customer of the Corporation, which work is similar to the Executive hereby agrees thattype of work performed by the Corporation for its customers, except regardless of whether the Employee would be performing the work on his or her own behalf or on behalf of some other business; (c) solicit, recruit, or attempt to induce any employee to leave the Corporation's employment or hire any employee whose employment with the express prior written consent Corporation was terminated less than six months before the date of the Employerhire. If, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by during the Employer term of this Agreement, the Employee's outside business activity or twenty-four (24) months after Unrelated Work business conflicts with or competes with the termination Corporation's then existing business, the Employee agrees either to merge the competing or conflicting part of the Executiveoutside business into the Corporation for its fair market value on mutually agreed terms, permit the Corporation to acquire the competing or conflicting portion of the employee's business for its fair market value on mutually agreed terms, or terminate employment with the Employer (Corporation. After termination of this Agreement for any reason, the "Restrictive Period"), he will not directly or indirectly compete Employee- may request written consent from the Corporation's Board of Directors to permit the Employee to become associated with the business a competitor prior to expiration of the Employer12-month period stated above. The Board of Directors shall not unreasonably withhold consent and shall base any denial of consent upon its determination that the former Employee's requested business activity would significantly impair the Corporation's operations, includingmarket position, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financingproposals in progress, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment relationship with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"existing customer(s). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor the Corporation establishes the Employee's actual or threatened breach of this section's provisions, the Employer assumes Corporation shall be entitled to an injunction restraining the Employee from the action or threatened action. Nothing in this section shall be construed as prohibiting the Corporation from pursuing any other available remedies for the breach or threatened breach, including the recovery of damages from the Employee, as well as reasonable attorneys fees and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationcosts.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and that, in consideration of this Agreement Agreement, and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to during the lesser term of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer hereunder (the "Restrictive Period"), he will not not, directly or indirectly indirectly, compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of suburban office multi-unit residential, commercial or industrial property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties properties, either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for or injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) ), computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twentythirty-four six (2436) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office warehouse, distribution or light industrial property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to either (i) twelve (12) months if the lesser Executive’s employment is terminated as a result of the number expiration of FULL months the Executive has at any time been employed by the Employer term of this Agreement or (ii) twenty-four (24) months after the termination of the Executive's ’s employment with the Employer for any other reason, (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's ’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and Upon the Executive have jointly reviewed the tenant liststermination of his employment, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration whether by termination of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofby either party, by discharge, or otherwise, the Executive hereby agrees that, except Employee shall not enter into or engage in any business in competition with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, includingas it exists at the time of termination of employment under this Agreement, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financingeither as an individual on his own account, or by directly as a partner, joint venture, employee, agent, or indirectly serving consultant for any person, or as an employeea director, officer or director stockholder (other than as a passive investor) of a corporation or consultant toother enterprise, or by soliciting or inducingotherwise, or attempting to solicit or induce, any employee or agent for a period of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of two years after the date of termination of employment hereunder. The Employee acknowledges that he believes this covenant will not prevent him from and he will be able to engage in a livelihood apart from the Executive's employmentactivities which are prohibited by this covenant during the specified period. If The Employer acknowledges that the Executive violates the Restrictive Covenant Employee has extensive experience, relationships and contacts in UAV and related fields, some of which the Employer brings legal action for injunctive or expects the Employee to make available to the Employer and which are a significant consideration in the Employer’s employment the Employee; provided, that none of such previously existing experience, relationships and contacts shall be subject to this covenant. This covenant on the part of the Employee shall be construed as an agreement independent of any other reliefprovision in this Agreement; and, the existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer shall notof this covenant. It is agreed by the parties that this covenant on the part of the Employee may be enforced against the Employee by injunction, without requirement imposed by the Court for posting bond which the Employee hereby specifically and knowingly waives, as a result well as by all other legal remedies available to the Employer. It is agreed by the parties hereto that if any portion of the time involved in obtaining such reliefthis covenant not to compete is held to be unreasonable, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordinglyarbitrary or against public policy, the Restrictive Covenant covenant herein shall be deemed considered divisible both as to have time and geographical area so that a lesser period or geographical area shall remain effective so long as the duration specified in this paragraph (a) computed from the date the relief same is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executivenot unreasonable, arbitrary, or against public policy. In the event that a successor of the Employer assumes permanently and agrees partially or completely ceases conducting its business, the Employee shall be released from this covenant with respect to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness ceased.

Restrictive Covenant. The Employer (a) You acknowledge and recognize that during the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, Employment Period you will be privy to trade secrets and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal confidential proprietary information critical to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the EmployerCompanies and that the Companies would find it extremely difficult or impossible to replace you. Accordingly, includingin consideration of the agreements of the Company hereunder and the consideration to be received by you hereunder, but not by way you will not, from and after the date hereof through the Employment Period and until the first anniversary of limitationthe Scheduled Termination Date, by (i) directly or indirectly owningengage in, managing, operating, controlling, financingrepresent in any way, or by directly or indirectly serving be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, officer partner, affiliate or director other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in any manner described in the foregoing clause (i), (iii) induce the Company's suppliers or customers to change or alter in any manner their business dealings with the Company or (iv) induce other employees of the Company or consultant toany subsidiary thereof to terminate their employment with the Company or any subsidiary thereof, or by soliciting engage in any Competing Business; provided, however, that nothing contained in this Agreement shall prohibit your ownership of not more than an aggregate of 2% of any class or inducingseries of securities registered under the Securities Exchange Act of 1934, as amended. (b) As used herein, the term "Competing Business" means any business or attempting to solicit activity conducted or induce, any employee or agent of Employer to terminate employment with Employer and become employed engaged in by any personof the persons and entities listed in Exhibit A, firm, partnership, corporation, trust as supplemented from time to time pursuant to this Section 10(b). Exhibit A shall be supplemented from to time to reflect additional persons and entities agreed upon by the Company and you as conducting or other entity which owns or operates being engaged in a business similar to or activity that directly competes with the business conducted by any of the Employer Companies within any jurisdiction in which such business is conducted by such Company (the "Restrictive Covenant"). For purposes of this subparagraph (a), other than any such person or entity with respect to whom such competitive activity does not constitute a business shall be considered "similar" to that significant or material portion of the Employer if it is engaged in the acquisition, development, ownership, operation, management business or leasing of suburban office property (i) in any geographic market activities conducted by such person or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executiveentity). In the event you and the Company cannot agree that a successor of the Employer assumes and agrees any such additional person or entity should be added to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only Exhibit A pursuant to the primary service area of preceding sentence, such dispute shall be submitted for resolution in accordance with the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of Commercial Arbitration Rules (the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%"Rules") of the outstanding capital stock American Arbitration Association (the "Association") by an independent, third party arbitrator selected by the Company and you (or, in the event of any corporation.a disagreement, selected from the panels of arbitrators of the Association in accordance with the Rules). Any such arbitration shall be held in Dallas, Texas, and the fees and expenses of the arbitrator and the Association that are

Restrictive Covenant. The Employer Employee acknowledges that the services he is to render are of a special and unusual character with a unique value to the Executive have jointly reviewed Company, the tenant listsloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, property submittalsbecause of the confidential information Company promises to disclose to Employee, logs, broker listsas hereinabove set forth, and operations of as a material inducement to the Employer, and have agreed that as an essential ingredient of and in consideration of Company to enter into this Agreement and to pay to Employee the payment compensation stated herein as well as any additional benefits stated herein, Employee covenants and agrees as follows: For the period commencing with the date of the amounts described in Sections 3 Agreement and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four ending twelve (2412) months after following the termination of this Agreement, for whatever reason including, but not limited to termination of employment, the Executive's employment with the Employer (the "Restrictive Period"), Employee agrees that he will not directly or indirectly compete indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which would be considered, by the Company in its sole discretion, competitive to any product, service or other offering sold, marketed or developed by the Company at any time during the term of this Agreement. Employee agrees further that, for a period commencing with the date of this Agreement and ending twelve (12) months following termination of this Agreement, for whatever reason, Employee shall not, directly or indirectly, make known to any person, firm or corporation, the names and addresses of any clients, customers, employees or independent contractors of the Company or any other information pertaining to them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Employee called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section shall prohibit the Employee from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded capital stock of any such corporation which conducts a business in competition with the business of the Employer, including, but Company. Should the foregoing covenant not by way to compete be held invalid or unenforceable because of limitation, by directly or indirectly owning, managing, operating, controlling, financingthe scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by directly or indirectly serving as an employee, officer or director this Section and the period of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity time during which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")such agreement is enforceable. For purposes The provisions of this subparagraph (a), a business Section shall be considered "similar" applicable for the period indicated, regardless of termination of this Agreement for any reason prior to that expiration of the Employer if it is engaged in the acquisitionsuch period. IN TESTIMONY WHEREOF, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either witness our hands as of the date hereof or as of the date of termination of the Executive's employmentdates shown below. If the SHARPS COMPLIANCE, INC. By: Xxxxx X. Xxxx Chief Executive violates the Restrictive Covenant Officer and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.President Date: Xxxxxxx X. Xxxxxx Employee Signature Date

Restrictive Covenant. Executive acknowledges that his services are of -------------------- a special and unusual character with a unique value to the Company, the loss of which cannot be adequately compensated by damages in an action at law. The Employer and Company acknowledges that the restrictions on Executive's employment set forth below may restrict Executive have jointly reviewed from earning a livelihood and, therefore, the tenant listsCompany shall compensate Executive as set forth in Section 4 for the twelve (12) month period following termination of employment. In lieu of compensating Executive as set forth in Section 4 for said twelve (12) month period, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and Company may elect in consideration writing delivered to Executive at any time prior to termination to waive the provisions of this Agreement Section 5. The Executive covenants and agrees that upon the payment termination of the amounts described in Sections 3 employment hereunder and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four twelve (2412) months after the termination of the Executive's employment with the Employer (the "Restrictive Period")thereafter, he will not directly or indirectly compete with the business of the EmployerExecutive shall not, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket county in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or Company conducts its business as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock either as an individual or similar securities which are listed on a securities exchange his own account, or quoted as an employee, agent, salesman, or member of any person, corporation, firm or otherwise, provide services, call upon, solicit, enter into, or engage in the business conducted by the Company on the National Association date of Securities Dealers Automated Quotation System termination of employment. Executive shall not during the twelve (12) month period provided above, directly or indirectly, (a) accept any order tendered to him by any account or prospective account of the Company, or (b) solicit, direct, or take away, directly or indirectly, any of the customers, business or patronage of the business of the Company, (c) directly or indirectly induce or attempt to influence an employee of the Company to terminate his employment herewith, or (d) own any equity securities in any business which do not represent more than five competes with the Company, except that Executive may own an equity interest of up to three percent (53%) of the outstanding capital stock of any corporationin a competing business, if such equity securities are publicly traded.

Restrictive Covenant. The Employer and In consideration of the Corporation's entering into this Agreement, Executive have jointly reviewed agrees that during the tenant listsRestricted Period (as hereinafter defined) she will not (i) directly or indirectly own, property submittalsmanage, logsoperate, broker listsjoin, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged (a) in the design, development, construction or operation of alternate access or other telecommunications networks within or without the United States of America (1) in all locations in which any of the GST Companies are doing business at the time of such termination, and operations (2) in all locations in respect of which any of the EmployerGST Companies are actively planning for and/or pursuing a business opportunity at the time of such termination, and have agreed that as an essential ingredient of and in consideration of this Agreement and whether or not the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive Corporation theretofore has at submitted any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer bids (the locations referred to in clauses (1) and (2) above being hereinafter referred to as the "Restrictive PeriodRestricted Locations"), he will not directly or indirectly compete with (b) in the business of the Employerproviding long distance or other telecommunications services, including, but not by way of without limitation, by directly reseller services, in any Restricted Locations or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (ic) in any geographic market or submarket other business engaged in which the Employer owns more than 750,000 s.f. of properties either as by any of the date hereof or as of GST Companies in any Restricted Locations on the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal ; (ii) for herself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action for injunctive or other relief, the Employer shall not, as a result together with others call on any customer of the time involved Corporation in obtaining the Restricted Locations for the purpose of soliciting, diverting or taking away any customer from the Corporation; or (iii) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation or retain such relief, be deprived of the benefit of the FULL period of the Restrictive Covenantperson. Accordingly, the Restrictive Covenant Nothing contained herein shall be deemed to have prohibit Executive from investing her funds, solely on a passive basis, in securities of an issuer if the duration specified securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. For the purposes of this paragraph (a) computed from Paragraph 8, the term Restricted Period shall mean the period commencing on the date hereof and ending on the relief is granted but reduced by the time between the period when the Restrictive Period began to run and earlier of September 30, 1998 or the date of termination of Executive's employment hereunder; provided, however, that if Executive's employment hereunder is terminated prior to September 30, 1998 by the first violation Corporation for Cause (as hereinafter defined) or by Executive otherwise than for Employer Breach, and (x) such termination occurs on or before March 31, 1998, then the Restricted Period shall end one year after such termination, or (y) if such termination occurs on or after April 1, 1998, then the Restricted Period shall end six months after such termination. Executive acknowledges that the provisions of this Paragraph 8 are reasonable and necessary for the protection of the Restrictive Covenant by Corporation and are essential to the willingness of the Corporation to employ Executive, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a successor court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the Employer assumes parties hereto, modified, amended and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only limited to the primary service area of extent necessary to render the Employer as it existed immediately before such assumption or acquisition same valid and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationenforceable.

Restrictive Covenant. The Employer and Employee agrees that at the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration expiration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofor at termination for any reason whatsoever, the Executive hereby agrees that, except with the express prior written consent of the EmployerEmployee shall not, for a period equal of three years thereafter, engage in any business, as principal, employee or otherwise, which competes with the Company in the United States with respect to the lesser manufacture, production, assembling, distribution, or sale of products which are the number of FULL months same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Executive has Company at any time been employed by during the Employer or twenty-four (24) months after the termination of the ExecutiveEmployee's employment with the Employer (the "Restrictive Period")Company, he will not or directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, contact any employee present or agent of Employer past (one having active contact within twelve months prior to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the ExecutiveEmployee's employment) distributor, dealer, customer, client, employee or consultant of the Company (or the Company's subsidiaries or affiliates). If It is the Executive violates desire and intent of the Restrictive Covenant parties that the provision of this section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of the breach of any provision of this covenant, there is not a remedy at law adequate to protect the rights and interest of the Company set forth herein, and the Employer brings legal action for injunctive or other relief, parties therefore agree that the Employer Company shall not, as a result have the right to an injunction enjoining the Employee from violating the provisions of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenantthis section. Accordingly, the Restrictive Covenant Nothing herein shall be deemed to have construed as prohibiting the duration specified in this paragraph (a) computed Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the ExecutiveEmployee. In the event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a successor of business competing with the Employer assumes Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agrees to perform agreed that in the event the Company terminates the Employee without cause or if the Company breaches this Agreement or otherwise acquires and does not cure said breach as provided in paragraph 3(d), the Employer, this Restrictive Covenant shall continue to apply only to the primary service area provisions of the Employer as it existed immediately before such assumption or acquisition paragraph 9 are null and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationvoid.

Restrictive Covenant. 8.1 The Employer services of the Executive are unique and extraordinary and essential to the business of the Company, especially since the Executive shall have access to the Company's customer lists, trade secrets and other privileged and confidential information essential to the Company's business. Therefore, the Executive agrees that, if the term of his employment hereunder shall expire or his employment shall at any time terminate for cause, the Executive will not at any time (a) within one (1) year after such expiration or termination, or (b) in the case of termination due to a "Change in Control" (as hereinafter defined) prior to the expiration of the Employment Period as provided in Section 11.2(d) or Section 11.3 hereof and provided that the Company is compensating the Executive pursuant to Section 11.4 hereof, within period commencing on the date of such termination and ending on the original expiration date of the Employment Period set forth in Section 1 hereof, (the "Restrictive Covenant Period"), without the prior written approval of the Company, directly or indirectly, anywhere, whether individually or as a principal, officer, employee, partner, director, agent of or consultant for any entity, (i) engage or participate in the mortgage finance services business in the markets in which the Company is then operating a mortgage finance services business ("Competitive Business"), and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsacknowledges that a Competitive Business is, and operations will continue to be, similar to or competitive with that of the EmployerCompany, and have agreed (ii) shall not make any investments in any competitive entity engaged in a Competitive Business, except to the extent that as an essential ingredient of and in consideration of this Agreement and the payment such investment is less than, or convertible or exercisable into less than, 5% of the amounts described in Sections 3 and 4 hereofoutstanding equity of such entity; (iii) cause or seek to persuade any director, officer, employee, customer, or agent of the Executive hereby agrees thatCompany to discontinue the status, except employment or relationship of such person or entity with the express prior written consent Company, or to become employed or engaged in any Competitive Business; (iv) cause or seek to persuade any prospective customer, of the Employer, for a period equal to Company (which at the lesser date of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination cessation of the Executive's employment with the Employer Company was then actively being solicited by the Company) to determine not to enter into a business relationship with Company; (the "Restrictive Period"), he will not directly v) hire or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employeeretain any director, officer or director employee of the Company; or consultant to(vi) solicit or cause or authorize to be solicited, for or on behalf of him or any third party, any Competitive Business from (a) others who are, or by soliciting or inducingwere within one (l) year prior to the cessation of his employment with the Company, customers of the Company, or attempting to solicit or induce, (b) any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that prospective customer of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in Company which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of at the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced cessation was then actively being solicited by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsCompany. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.restrictions set forth in this Section

Restrictive Covenant. (a) The Employer Company is in the business of pursuing licensing opportunities related to its patented technologies with third parties who the Company believes are infringing its patents and the Executive have jointly reviewed the tenant lists, intellectual property submittals, logs, broker listsor who may require a license for future products, and operations which business strategy has required, and may require in the future, the Company to commence patent infringement lawsuits against third parties (the "BUSINESS"). Executive acknowledges and recognizes that the Business may be conducted throughout the world, and Executive further acknowledges and recognizes the highly competitive nature of the EmployerCompany's Business. Accordingly, and have agreed that as an essential ingredient of and in consideration of this Agreement the premises contained herein, the consideration to be received hereunder and the payment of the amounts described New Options and Extended Options and Warrants granted to Executive in Sections 3 and 4 accordance with Section 6 hereof, Executive shall not, during the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twentyNon-four Competition Period (24as defined below): (i) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with engage, whether or not such engagement shall be as a partner, stockholder, officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the business of relationship, contractual or otherwise, between the EmployerCompany and any other person or entity, including, but not by way of without limitation, by directly or indirectly owningany licensee, managingcustomer, operatingsupplier, controlling, financing, or by directly or indirectly serving as an employee, officer or director of employee or consultant toof the Company, or by soliciting or inducing, or attempting to solicit or induce, (iii) induce any employee or agent consultant of Employer the Company to terminate his employment or consultancy with Employer and become employed by the Company or to engage in any personCompetitive Business in any manner described in the foregoing clause (i), firm, partnership, corporation, trust or (iv) affirmatively assist or induce any other person or entity which owns or operates a business similar to that of engage in any Competitive Business in any manner described in the Employer foregoing clause (the "Restrictive Covenant"i). For purposes of Anything contained in this subparagraph (a)Section 17 to the contrary notwithstanding, a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) an investment by Executive in any geographic market or submarket publicly traded company in which the Employer owns more Executive and his affiliates exercise no operational or strategic control and which constitutes less than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) % of the outstanding capital stock shares of any corporationsuch entity shall not constitute a breach of this Section 17.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations In consideration of the EmployerCompany's employment of the Employee, and have agreed that as an essential ingredient the Employee agrees that, in addition to any other limitation, prior to the end of and in consideration the Term of Employment hereunder, the termination of this Agreement and or the payment completion of base salary payments pursuant to Section 6.d. above, whichever is later, he will not, within a twenty-five (25) mile radius of any operating office of CBI, any of its subsidiaries, or the Company, manage, operate or be employed by, participate in, or be connected in any manner with the management, operation, or control of any business engaged in the origination, underwriting or funding of residential mortgage loans that are of a type that can legally be originated, underwritten or funded by the Company, CBI or its subsidiaries on the date of such termination. The Employee further agrees, regardless of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent circumstances of the Employertermination of employment, that for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four twelve (2412) months after the termination of his employment hereunder, or the Executive's employment with the Employer (the "Restrictive Period")completion of Base Salary payments pursuant to section 6.d. above, he will not directly or indirectly compete with solicit the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningpatronage, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) from any customers of the outstanding capital stock Company (or any other office of CBI or of a subsidiary of CBI if Employee should have been employed by and located at such office) and the Employee will not seek to or assist others to persuade any corporationemployee of the Company engaged in similar work or related to the Company's work to discontinue employment with the Company or seek employment or engage in any business of the Company. Furthermore, the Employee will not communicate to any person, firm or corporation any information related to customer lists, prices, secrets or other Confidential Information which he might from time to time acquire with respect to the business of the Company, CBI, or its subsidiaries, or any of their affiliates. The Employee agrees to disclose the contents of this Agreement to any subsequent employer for a period of twelve (12) months following termination of his employment hereunder, or completion of base salary payments pursuant to 6.d. above, whichever is later.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express Without prior written consent of the Board of Directors of Employer, Executive agrees that he will not for a period equal of one year following the termination by Executive of his employment with Employer whether before or after the expiration of the Employment Term (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 10 shall be so enforced): (i) directly or indirectly engage, in the United States, in any business in competition with the primary business conducted by Employer, either as employee, independent contractor, owner, partner, lender or stockholder, at the time of termination of the Executive (provided that the foregoing shall not be construed to prohibit ownership of less than 5% of the outstanding shares of any public corporation); (ii) solicit, canvass, or accept any business for any other competing company, or business similar to any business of Employer, from any past, present or future ("future," as used herein, shall mean at or prior to the lesser time of termination of employment) customer of Employer; (iii) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or (iv) directly or indirectly request any present or future (as defined above) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the Executive's employment with by the Employer for any reason, whether before or after the expiration of the Employment Term, Executive shall not (the "Restrictive Period"), he will not x) at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationor (y) for a period of one year following termination disclose any details of organization or business affairs, trust or other entity which owns any names of past, present or operates a business similar to that future (as defined above) customers of the Employer (the "Restrictive Covenant")Employer. For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 10, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant term "Employer" shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationits subsidiary corporations.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four three (243) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer Executive covenants and agrees that while employed by the Corporation and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, Bank and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of Executive’s employment, either voluntary or involuntary, the Executive's employment with the Employer (the "Restrictive Period"), he will Executive shall not directly or indirectly compete indirectly, within the marketing area of the Corporation and the Bank (defined as the area within an eighty (80) mile radius of Shippensburg, Pennsylvania) enter into or engage generally in direct or indirect competition with the business Corporation and the Bank or any subsidiary of the EmployerCorporation, includingeither as an individual on his own or as a partner or joint venturer, but or as a director, officer, shareholder, employee, agent, independent contractor, lessor or creditor of or for any person. The foregoing restriction shall not be construed to prohibit the ownership by way Executive of limitationnot more than five (5%) percent of any class of securities of any corporation which is in competition with the Corporation or the Bank, by provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly owningindirectly, managingmanages or exercises control of any such corporation, operatingguarantees any of its financial obligations, controllingotherwise takes any part in its business, financingother than exercising his rights as a shareholder, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting seek to solicit or induce, do any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (foregoing. The existence of any claim or cause of action of the "Restrictive Covenant"). For purposes Executive against the Corporation or Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or Bank of this subparagraph (a)covenant. The Executive agrees that the restrictions set forth in this Agreement do not unreasonably interfere with his ability to obtain employment in his chosen field. The Executive also agrees that any breach of the restrictions set forth in paragraphs 7, a business 8 and 9 will result in irreparable injury to the Corporation and/or Bank for which they shall have no adequate remedy at law and the Corporation or Bank, in addition to any other rights herein stated or as provided by law, shall be considered "similar" entitled to that of injunctive relief in order to enforce the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executiveprovisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a successor period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationcourt.

Restrictive Covenant. The Employer At the request of First Cash and the Executive have Purchasers, each of Shareholders severally but not jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (244) months after years for Xxxxxxx, or for six (6) years for Xxxxxx, commencing on the termination of the Executive's employment with the Employer Closing Date (the "Restrictive Restricted Period"), he such Shareholder will not directly own, open, manage, operate, act as an officer, director, paid consultant, paid advisor, independent contractor, shareholder, partner, lender, agent, owner or indirectly compete with principal of or become employed in a Pawnshop whose retail stores are physically located within the United States or Mexico (the "Restricted Territory"). It shall not be a violation of this covenant for either Shareholder to: (i) reside or do business (other than as prohibited in this Section) in the Restricted Territory during the Restricted Period, (ii) own not more than three percent (3%) in the aggregate of the Employerstock of any private entity or entity actively trading its securities in any domestic or foreign market, including, but not by way regardless of limitation, by directly or indirectly owning, managing, operating, controlling, financingwhether such entity directly, or by directly or indirectly serving as through an employeeaffiliate, officer or director of or consultant tosubsidiary, or by soliciting or inducingrelated company, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a Pawnshop whose retail stores are physically located in the Restricted Territory, or (iii) engage in business activity by remote means, including, without limitation, by use of telephone, cellular telephone, pager, Blackberry, smartphone or similar to device, PDA, internet, facsimile, and email, even if such business activity concerns Pawnshops, provided such business activity is not performed for or on behalf of any person or company that owns or operates a Pawnshop whose retail stores are physically located within the Restricted Territory during the Restricted Period. In addition, each of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" Shareholders severally but not jointly agrees not to that Knowingly solicit customers or Knowingly recruit employees of the Employer if it is engaged in Company or Purchasers within the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which Restricted Territory during the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsRestricted Period. The foregoing Restrictive Covenant shall not prohibit general advertising by any means, including radio, television, internet or print, for employees or customers. Should any provision of this Section 8.6 be determined by a court or arbitration tribunal to be unreasonable and/or unenforceable, such provisions shall be reformed by said court or arbitration tribunal so as to afford Company, Purchasers and/or their respective successor(s), the Executive from owning, directly or indirectly, capital stock or similar securities which maximum protection deemed reasonable and enforceable under the law. Shareholders unconditionally represent and warrant to Purchasers that the restrictions in this Section 8.6 are listed on a securities exchange or quoted on reasonable and necessary to protect the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) goodwill and business interests of the outstanding capital stock Company and Purchasers. Each of any corporationthe Shareholders severally but not jointly agrees not to challenge the enforceability of this Section within the Restricted Territory within the Restricted Period. Shareholders acknowledge that Purchasers are entering into this Agreement in reliance upon the foregoing representation and warranty of the Shareholders.

Restrictive Covenant. The Employer Employee understands that the nature of Employee’s position gives the Employee access to and knowledge of Confidential Information and places the Executive have jointly reviewed Employee in a position of trust and confidence with the tenant lists, property submittals, logs, broker lists, Company and operations its subsidiaries and affiliates (hereafter “the Company Group”). Employee further understands and acknowledges that the Company’s ability to reserve the Confidential Information for the exclusive knowledge and use of the Employer, Company Group is of great competitive importance and have agreed commercial value to the Company Group and that improper use or disclosure by the Employee is likely to result in unfair or unlawful competitive activity. Because of the Company Group’s legitimate business interest as an essential ingredient of and described in consideration of this Agreement and the payment good and valuable consideration offered to Employee, the receipt and sufficiency of which is acknowledged, during the term of Employee’s employment and for nine (9) months following Employee’s separation of employment from the Company by either party for any reason (the “Restricted Period”), the Employee agrees and covenants not to engage in Prohibited Activity within the United States or any other country in which any entity of the amounts described in Sections 3 and 4 hereof, Company Group operated during the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL 12 months the Executive has at any time been employed by the Employer or twenty-four (24) months after preceding the termination of the Executive's Employee’s employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"“Restricted Territory”). For purposes of this subparagraph (a)non-compete clause, a business shall be considered "similar" to that of the Employer if it “Prohibited Activity” is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket activity in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed Employee provides services similar to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only those he provided to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningCompany during his employment, directly or indirectly, capital stock in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar securities which are listed on a securities exchange capacity to Universal Corporation or quoted on the National Association any of Securities Dealers Automated Quotation System which do not represent more its subsidiaries or affiliates. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. Nothing in this Agreement shall prohibit Employee from purchasing or owning less than five percent (5%) of the outstanding capital stock publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to Xxxxx Xxxxx.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's ’s employment with the Employer (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's ’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer Executive hereby covenants and agrees that during the Executive have jointly reviewed Employment Term and for a period of one year following the tenant lists, property submittals, logs, broker lists, and operations end of the EmployerEmployment Term (the “Restricted Period”), and have agreed that as an essential ingredient of and in consideration of this Agreement and Executive will not, without the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the EmployerCompany, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financingactivity, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, have any employee or agent of Employer to terminate employment with Employer and become employed by interest in any person, firm, partnershipcorporation or business, corporation, trust through a subsidiary or parent entity or other entity which owns (whether as a shareholder, agent, joint venture, security holder, trustee, partner, executive, creditor lending credit or operates a business money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 6(a), (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to (A) treatment of disorders of the central nervous system, including fibromyalgia, post-traumatic stress disorder, headaches or (B) any other disorders that are addressed by the Company’s pipeline programs and intellectual property portfolio and (ii) "Covered Area" means all geographical areas of the United States and foreign jurisdictions where the Company (or its subsidiaries) then have offices and/or is developing or selling its products directly or indirectly through distributors and/or other sales agents. Company acknowledges that Executive, immediately prior to entering into this Agreement, served as Assistant Professor of Clinical Psychiatry in the Department of Psychiatry at Columbia University, and his areas of expertise include the diagnosis, treatment, and neurobiology of anxiety and mood disorders, and notwithstanding the foregoing, starting the date immediately after the Employment Term and through the end of the Restricted Period, Executive may engage in activities similar to those conducted prior to entry into this Agreement for a hospital or academic institution, provided that of he does not act engage in activities prohibited by the Employer (the "Restrictive Covenant"). For purposes first sentence of this subparagraph (a), paragraph 6(a) for a biotechnology or pharmaceutical company or other business shall be considered "similar" to that of the Employer if it is entity engaged in the acquisition, development, ownership, operation, management sale or leasing development of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.fdrugs. Passive ownership of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent (5%) of the outstanding capital stock a public company shall not be a violation of any corporationthis Section 6(a).

Restrictive Covenant. The Employer Employee understands and agrees that the Executive have jointly reviewed financial, operational, leasing and merchandising information used by Employee in the tenant listsperformance of duties hereunder (collectively, property submittalsthe "Information") is proprietary to the Kirkland's chain of retail stores and represents highly confidential and valuable information, logsthe loss of which would be economically injurious to the Kirkland retail stores, broker listsindividually and as a whole, and operations of the including Employer. Accordingly, and have agreed that as an essential ingredient of and in consideration of this Agreement Agreement, and the payment work experience provided to Employee by reason hereof, Employee agrees not to divulge in any manner, at any time, for any purpose, for any consideration, whether financial or otherwise, to any person or entity, any of the amounts described in Sections 3 and 4 hereofInformation. In order to allow Employer to enforce such covenant or confidentiality, the Executive hereby agrees thatEmployee agrees, except with the express prior written consent of the Employeradditionally, that for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four six (246) months after the termination of the Executive's employment with the Employer (the "Restrictive Period")hereof, he Employee will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock own, manage, operate, control, be employed by, participate in, lend money, furnish services to, be compensated in any matter by, or similar securities which are listed on a securities exchange be connected in any way with the management, ownership, or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock control of any corporationbusiness similar to the type of business conducted by the Employer or as operated by the Kirkland retail stores at the time of termination of this Agreement. Employee understands and acknowledges that the type of business conducted by Employer is national in scope, and Kirkland's business competition is typically national or regional chain retail operations specializing in or having a substantial inventory mix involving "gift and decorative accessories" and related items. During the term of this agreement and for a period of three (3) years following the termination, for whatever reason, of employment, Employee agrees not to enter into or engage in any discussion or negotiation, or assist in such actions to encourage present employees of Kirkland's to disassociate their employment relationship with Kirkland's and induce such present employees to go into the employment of an entity engaged in any competing retail business. Employee understands and agrees that, to enforce the covenants of this paragraph, injunctive relief, in addition to the other remedies available at law or in equity, is necessary since the monetary damage to Employer and the Kirkland's organization may be difficult or impossible to determine.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to during the lesser term of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer hereunder (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of suburban office multi-unit residential, commercial or industrial property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.other

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, customer lists and operations of the Employer, Employer and have agreed that the primary service area of the Employer's lending and deposit taking functions in which the Employer has actively participated extends to an area encompassing a twenty-five (25) mile radius from the main office of the Employer. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 2 and 4 hereof4, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a "Financial Institution") within a twenty-five (25) mile radius of the Employer Employer's main office (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (aSection 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofSection 2, the Executive hereby agrees thatshall not, except with the express prior written consent of the Employer, for during the period (the "Restrictive Period") (i) of his employment hereunder and (ii) except in the event of a period equal termination of Executive's employment hereunder pursuant to the lesser provisions of the number Section 4.7, for an additional period of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period")Employer, he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to competitive with that of the Employer (the "Restrictive Covenant"). For purposes Notwithstanding the foregoing, the Executive will not be deemed to have breached the Restrictive Covenant solely by virtue of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged owning an equity interest in or having participated in the acquisitionoperations of LINC Finance, developmentas such operations are described on Exhibit A hereto, ownership, operation, management or leasing by the private practice of suburban office property law (ias in-house counsel or otherwise) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employmentasset based financing and leasing industry. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section 5.1 computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerAgreement, this Restrictive Covenant shall continue to apply only to the primary service area operations of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsoperations. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do indirectly not represent more than a five percent (5%) of the outstanding capital stock of equity interest in any corporationcorporation or other entity.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's ’s employment with the Employer (Company, the "Restrictive Period")provision by the Company of trade secrets and confidential information to Executive, he will not directly or indirectly compete the Company’s introduction to Executive of its clients and customers, and other good and valuable consideration, Executive and Company agree as follows: For a period of twenty four months after Executive’s employment with the business Company terminates, Executive will not, either individually or on behalf of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any other person, firm, partnershipor entity, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) engage in (A) any geographic market business that includes the transportation of any goods or submarket in which products transported by the Employer owns more than 750,000 s.f. of properties either Company or its subsidiaries or affiliates as of the date hereof or the date of termination, (B) the bulk trucking business, (C) the bulk tank cleaning business, or (D) any other business in which the Company or any of its subsidiaries or affiliates are engaged as of the date hereof or the date of termination of the employment with the Company (collectively, the “Company Business”) within any geographic area in which the Company engaged in the Company Business during the last twenty-four months prior to Executive's employment. If ’s Termination Date; (ii) compete or participate as agent, employee, consultant, advisor, representative or otherwise in any enterprise which has any material operations engaged in the Company Business within any geographic area in which the Company engaged in the Company Business during the last twenty-four months prior to Executive’s Termination Date; or (iii) compete or participate as a stockholder, partner, member or joint venture, or has any direct or indirect financial interest, in any enterprise which has any material operations engaged in the Company Business within any geographic area in which the Company engaged in the Company Business during the last twenty-four months prior to Executive’s Termination Date; except that the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed allowed to have invest his assets in the duration specified securities of public companies engaged in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before Company Business if such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which holdings are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System passive investments which do not represent more than involve the Executive’s holding with respect to any such entity the position of officer, director, employee, consultant or general partner, or owning directly or indirectly five percent (5%) or more of the outstanding capital stock stock, whether voting or not, of any corporation.such entity, and which do not involve the Executive becoming a secured or unsecured creditor of any such entity. The above restriction does not preclude Executive from: (i) owning, operating or managing any business, or being employed by any person, firm or entity, after obtaining advance written consent from the Company; or (ii) owning no more than five percent of the equity of any publicly traded entity with respect to which Executive is not an officer, director, employee, consultant, advisor, or agent. Executive acknowledges that irreparable damage would occur in the event of a breach of the provisions of this Restrictive Covenant by Executive. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant. Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. Nothing in this Restrictive Covenant promises or guarantees Executive employment with the Company and the Company and Executive retain the right to terminate Executive’s employment as provided in the Agreement to which this is an exhibit. ***** ANNEX B

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the EmployerAgreement, for a period equal to of two years from and after the lesser Closing Date and for any renewal period or extension of the number of FULL months the Executive has at term hereof, and notwithstanding any time been employed by the Employer or twenty-four (24) months after the earlier termination of this Agreement, except upon the Executive's employment with the Employer express written consent of DIANON (the "Restrictive Period"which consent may be unreasonably withheld), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer Xxxxxxxx shall not, as a result of the time involved in obtaining such relieffor her own account, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordinglyon behalf of, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employerjointly with, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningperson, directly or indirectly, capital stock own, manage, operate, join, control, finance, invest in, perform services for, advise (or similar advise others with respect to), or otherwise participate in, or be connected with, or become or act as a partner, manager, member, director, officer, employee, consultant, representative or agent of any business (other than DIANON), individual, partnership, firm, proprietorship, professional practice, corporation, limited liability company or other entity that provides clinical laboratory or anatomic or surgical pathology services within a one hundred and fifty mile radius of New York City; provided however, that Xxxxxxxx may purchase or own, solely as an inactive investor, the securities which of any entity that are listed publicly traded on a national securities exchange or quoted on the National Association where Xxxxxxxx'x aggregate holdings of Securities Dealers Automated Quotation System which such securities do not represent more than five exceed two percent (5%) of the outstanding capital voting power or of any class of stock of such entity. In addition to the foregoing, during the same two-year period and for any corporationrenewal period or extension of the term hereof, Xxxxxxxx shall not, on her own behalf, or on behalf of any other person or entity: (i) solicit the customers, suppliers or employees of DIANON or any affiliated entity; (ii) solicit or seek to hire any employee of DIANON or any affiliated entity; or (iii) attempt in any manner, directly or indirectly, to influence, induce or encourage any such employee to leave the employment of DIANON or any affiliated entity. Xxxxxxxx shall not take any action intended, or which may reasonably be expected, directly or indirectly, to impair the goodwill, reputation or good name of DIANON or Kyto Meridien, or otherwise to be detrimental to the interests of DIANON, including any action intended, or which may reasonably be expected, directly or indirectly to benefit a competitor of DIANON.

Restrictive Covenant. The Employer Executive covenants and ____________________ agrees that the Executive have jointly reviewed shall not directly or indirectly, within the tenant lists, property submittals, logs, broker lists, and operations marketing area of the Employer, and have agreed that Bank (defined as an essential ingredient area within twenty-five (25) miles of and in consideration of this Agreement and the payment any office of the amounts described Bank as of January, 1994), enter into or engage generally in Sections 3 and 4 hereof, the Executive hereby agrees that, except direct or indirect competition with the express prior written consent Corporation or Bank or any subsidiary of the EmployerCorporation, either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, lessor or creditor of or for any person, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months years after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of his employment if the Executive's employment. If employment is terminated for any reason whatsoever except upon resignation by the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result "Good Reason" under paragraph 10(d)(2) hereof (except that change of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and control shall not apply to any of the successor's other offices or marketsconstitute Good Reason for this paragraph). The foregoing Restrictive Covenant restriction shall not be construed to prohibit the ownership by Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than by exercising his rights as a shareholder, or seeks to do any of the foregoing. The existence of any claim or cause of action of any party against the other, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of this covenant. The Executive agrees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank for which it shall have no adequate remedy at law and the Corporation or Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Restrictive Covenant. The Employer During the period of his employment and for a period of two (2) years thereafter, Executive shall not enter into competition with the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations Company or any affiliate of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and Company without the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the EmployerBoard. For the purpose of this paragraph 7, for competition shall mean the association of Executive with a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer company, corporation, firm or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period")partnership, he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving whether as an employee, officer consultant, partner, principal, agent, representative or director of shareholder, directly or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer indirectly (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, except as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningholder, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent Five (5%) Percent of the outstanding capital stock securities of any corporationcorporation whose stock is listed for trading on any securities exchange or are traded in the over-the-counter market), which competes, directly or indirectly, with the Company in any business in which the Company is presently engaged, including but not limited to the development, marketing, manufacturing, or distribution of fuel cell system, or will be engaged upon termination of Executive's employment, unless such association shall be for purposes and shall impose duties upon Executive that do not directly relate to the Company's business activities. If a court of competent jurisdiction should determine that the period, scope, or geographical area of the restrictions set forth in this paragraph 7 are unreasonable under the circumstances then existing, the Parties agree that the period, scope, or geographical area that is reasonable under such circumstances shall be substituted for the stated period, scope, or geographical area. During the Term and for a period of two (2) years thereafter, Executive shall neither solicit, induce and/or suggest to any of the employees, consultants to, or other persons having a substantial contractual relation with, the Company to leave such employ, cease consulting or terminate such contractual relationship with the Company nor to join Executive as a partner, co-venturer, employee, investor, or otherwise, in any substantial business activity whatsoever. Executive shall at no time take any action or make any statement that could discredit the reputation of the Company or its personnel, products or services.

Restrictive Covenant. The Employer In consideration of Executive’s employment with the Company, the provision by the Company of trade secrets and confidential information to Executive, the Company’s introduction to Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsof its clients and customers, and operations other good and valuable consideration, Executive and Company agree as follows: For a period of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except six months after Executive’s employment with the express prior written consent Company terminates, Executive will not engage, either individually or on behalf of any other person, firm, or entity, in the Employerbulk trucking business, for a period equal to trans-loading, or the lesser of bulk tank cleaning business, in any geographic area in which the number of FULL months Company participated in those businesses during the Executive has at any time been employed by the Employer or last twenty-four (24) months after prior to Executive’s Termination Date; provided, however, that the termination provision of the Executive's employment legal services to any person by Executive in a manner consistent with the Employer (Canons of Ethics and that does not contravene the "Restrictive Period"), he will not directly or indirectly compete attorney/client privilege with the business of the Employer, including, but Company shall not by way of limitation, by directly or indirectly be deemed to violate this Restrictive Covenant. The above restriction does not preclude Executive from: (i) owning, managing, operating, controlling, financingoperating or managing any business, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become being employed by any person, firmfirm or entity, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in after obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed advance written consent from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement Company; or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent (ii) owning no more than five percent (5%) of the outstanding capital stock equity of any corporation.publicly traded entity with respect to which Executive is not an officer, director, Executive, consultant, advisor, or agent. In addition, Executive acknowledges that irreparable damage would occur in the event of a breach of the provisions of this Restrictive Covenant by Executive. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant. Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. Nothing in this Restrictive Covenant promises or guarantees Executive employment with the Company and the Company and Executive retain the right to terminate Executive’s employment as provided in the Agreement to which this is an exhibit. AGREED: /s/ Xxxxxxxx X. Gold DATE: April 1, 2007 ANNEX C

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement and the payment purchase of the amounts described in Sections 3 assets and 4 hereof, the Executive hereby agrees that, except with the express prior written consent business of the EmployerKyto Meridien by DIANON, for a period equal to of three years from and after the lesser Closing Date and for any renewal period or extension of the number of FULL months the Executive has at term hereof, and notwithstanding any time been employed by the Employer or twenty-four (24) months after the earlier termination of this Agreement, except upon the Executive's employment with the Employer express written consent of DIANON (the "Restrictive Period"which consent may be unreasonably withheld), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer Xxxxxxx shall not, as a result of the time involved in obtaining such relieffor his own account, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordinglyon behalf of, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employerjointly with, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningperson, directly or indirectly, capital stock own, manage, operate, join, control, finance, invest in, perform services for, advise (or similar advise others with respect to), or otherwise participate in, or be connected with, or become or act as a partner, manager, member, director, officer, employee, consultant, representative or agent of any business (other than DIANON), individual, partnership, firm, proprietorship, professional practice, corporation, limited liability company or other entity that provides clinical laboratory or anatomic or surgical pathology services within a one hundred and fifty mile radius of New York City; provided however, that Xxxxxxx may purchase or own, solely as an inactive investor, the securities which of any entity that are listed publicly traded on a national securities exchange or quoted on the National Association where Xxxxxxx'x aggregate holdings of Securities Dealers Automated Quotation System which such securities do not represent more than five exceed two percent (5%) of the outstanding capital voting power or of any class of stock of such entity. Notwithstanding anything to the contrary herein, Xxxxxxx may continue: (i) in his academic post at the Columbia College of Physicians and Surgeons; (ii) in his position as the Associate Director of Obstetrical and Gynecological Pathology and Cytology at Columbia Presbyterian Medical Center; and (iii) to participate, from time to time, as a consultant in research studies (but not clinical trials) relating to clinical and surgical pathology, provided that Xxxxxxx shall not act as a consultant in research studies for any corporationmedical laboratory. In addition to the foregoing, during the same three-year period and for any renewal period or extension of the term hereof, Xxxxxxx shall not, on his own behalf, or on behalf of any other person or entity: (i) solicit the customers, suppliers or employees of DIANON or any affiliated entity; (ii) solicit or seek to hire any employee of DIANON or any affiliated entity; or (iii) attempt in any manner, directly or indirectly, to influence, induce or encourage any such employee to leave the employment of DIANON or any affiliated entity. Xxxxxxx shall not take any action intended, or which may reasonably be expected, directly or indirectly, to impair the goodwill, reputation or good name of DIANON or Kyto Meridien, or otherwise to be detrimental to the interests of DIANON, including any action intended, or which may reasonably be expected, directly or indirectly to benefit a competitor of DIANON.

Restrictive Covenant. The Employer Pinnacle and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listslists of depositors and borrowers, and the operations of the Employer, Pinnacle's subsidiaries and have agreed that the primary service area of Pinnacle's subsidiaries' lending and deposit taking functions extends to an area encompassing a ten mile radius from the main office of Pinnacle Bank and or any branch office of Pinnacle Bank and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 2 and 4 5 hereof, the Executive hereby agrees thatthat if he receives payments pursuant to Section 5(e) or (f), hereof, he, except with the express prior written consent of the EmployerPinnacle, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer Pinnacle (the "Restrictive Period"), he will not directly or indirectly compete with the business of the EmployerPinnacle, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer Pinnacle to terminate employment with Employer Pinnacle and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a "Financial Institution") within a ten mile radius of the Employer main office of Pinnacle Bank or any branch office of Pinnacle Bank and any of its subsidiaries existing at the time of termination (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer Pinnacle brings legal action for injunctive or other relief, the Employer Pinnacle shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (aSection 6(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System a national securities exchange which do not represent more than five percent (5%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office warehouse, distribution or light industrial property (i) in any geographic market or submarket territory in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer Executive acknowledges that the services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Executive have jointly reviewed for which the tenant listsCompany has contracted hereunder, property submittalsbecause of the confidential information to be obtained by or disclosed to Executive, logs, broker listsas hereinabove set forth, and operations of as a material inducement to the Employer, and have agreed that as an essential ingredient of and in consideration of Company to enter into this Agreement and to pay to herein as well as any additional benefits stated herein, Executive covenants and agrees as follows: For the payment period commencing with the date of the amounts described in Sections 3 Agreement and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-ending twenty four (24) months after following the termination of the Executive's employment with the Employer this Agreement (the "Restrictive “Restricted Period"”), for whatever reason, the Executive agrees that he will not directly or indirectly compete indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be in direct competition to any material business of the Company. For purposes hereof, a business will be deemed, until proven otherwise, to be in direct competition if it involves any business that the Company is conducting at the time of Executive’s separation including, but not limited to, medical and pharmaceutical waste management, unused ultimate user medication management and disposal, route-based medical waste pick-up, and single use device recycling. Executive agrees further that, for a period commencing with the date of this Agreement and ending twenty four (24) months following termination of this Agreement, for whatever reason, Executive shall not, directly or indirectly, make known to any person, firm or corporation, the names and addresses of any clients, customers, employees or independent contractors of the Company or any other information pertaining to them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Executive called upon or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section 1.7 shall prohibit the Executive from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded capital stock of any such corporation which conducts a business in competition with the business of the Employer, including, but Company. Should the foregoing covenant not by way to compete be held invalid or unenforceable because of limitation, by directly or indirectly owning, managing, operating, controlling, financingthe scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by directly or indirectly serving as an employee, officer or director this Section 1.7 and the period of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity time during which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")such agreement is enforceable. For purposes The provisions of this subparagraph (a), a business Section 1.7 shall be considered "similar" to that of applicable for the Employer if it is engaged in the acquisitionperiod indicated, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date regardless of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue for any reason prior to apply only to the primary service area expiration of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationperiod.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's ’s employment with the Employer (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's ’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a thirty (30) mile radius from the main office of the Employer. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 4 and 4 hereof5, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months years after the termination of the ExecutiveEmployee's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates an office or other business location of: (i) a business bank, savings and loan association, credit union or similar to that financial institution, or (ii) an insurance company or agency, investment brokerage firm or other entity or organization involved in the retail sale of investment products or the making of retail or commercial loans (any of the Employer foregoing referred to in clauses (i) or (ii) collectively referred to as a "Financial Institution") within a thirty (30) mile radius of the Employer's main office (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution. Notwithstanding anything contained herein to the contrary, the Employee shall be permitted to remain as a director and a shareholder of Buffalo Savings Bank, Buffalo, Iowa.

Restrictive Covenant. The Employer Employee covenants and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except during the period commencing with the express date hereof and ending five (5) years from the date Employee's employment with Employer is terminated (the "Non- Compete Period"), Employee will not compete or attempt to compete with or become associated with any business which competes with the Companies' government contracts, cargo, commercial aviation, fuel sales and fixed base operation activities or any business activities of the Companies developed subsequent to the date hereof. Employee covenants and agrees that he will not, without the prior written consent of Employer during the Employer, for a period equal to the lesser Non-Compete Period: (a) solicit any customer of the number of FULL months Companies; (b) solicit any contracts which were either being solicited by, or which were under contract with, the Executive has at Companies by performing or causing to be performed any time been employed by the Employer work which was either being solicited by, or twenty-four which was under contract with, Employer; or (24c) months after the termination induce any sales, operating, technical or other personnel of the Executive's employment with Companies to leave the Employer (service, employ or business of the "Restrictive Period"), Companies. Employee agrees that he will not violate this Article Fourteenth: (a) directly or indirectly compete with the business indirectly; (b) in any capacity, either individually or as a member of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving any firm; (c) as an employeeofficer, officer director, stockholder, partner or director employee of any business; or consultant to(d) through or with any persons, relatives (either through blood or marriage), firms, corporations or individuals controlled by soliciting or inducing, or attempting associate with him (each and every such method of violation referred to solicit or induce, any employee or agent of Employer in clauses (a) through (d) shall hereinafter be referred to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the as an "Restrictive Covenantindirect violation"). For purposes of this subparagraph (a), a business shall Employee further agrees that doing or causing to be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to done any of the successor's other offices actions prohibited in this Article Fourteenth by means of an indirect violation shall constitute a violation of this Article Fourteenth as though violated by Employee, subject to all of the remedies to Employer provided for herein and as otherwise provided by law. Fifteenth: Arbitration; Governing Law Any controversy or marketsclaim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in the City of Los Angeles pursuant to the laws of the State of California in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California. The foregoing Restrictive Covenant arbitrators shall not prohibit have the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on power in their discretion to award attorneys' fees and other legal costs and expenses to the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of prevailing party in connection with any corporationarbitration.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant listsAs a material part of this Agreement, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement employment and the payment of the amounts described other consideration provided in Sections 3 and 4 hereofthis Agreement, the Executive hereby Employee agrees that, except with the express prior written consent of the Employerhe/she shall not, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's Employee’s employment with Manpower for any reason: within a 75-mile radius from any business site at which Employee performed work while employed by Manpower; work directly for a Customer to which Employee was assigned during the Employer last six (6) months of his/her employment with Manpower in a position providing services substantially similar to any services that Employee performed for the "Restrictive Period")Customer during his employment at Manpower, he will not unless Employee has notified Manpower, prior to entering into this Agreement, of an intent to work directly for a specific Customer after the conclusion of Employee’s assignment and Manpower has consented in writing to this employment or if the terms of the Manpower contract with the Customer allow for such employment; or through or in connection with any Competitive Business, provide services to any Customer to which Employee was assigned during the last six (6) months of his/her employment with Manpower substantially similar to any services that Employee performed for the Customer during his employment at Manpower; or directly or indirectly compete with the business of the Employerhire, including, but not by way of limitation, by directly solicit for hire or indirectly owning, managing, operating, controlling, financing, induce or by directly or indirectly serving as an attempt to induce to leave Manpower’s employ any other employee, officer including permanent or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any temporary employee or agent candidate, of Employer Manpower who was employed within the six (6) months period prior to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")Employee’s termination. For purposes of this subparagraph (a)Agreement, a “Competitive Business” is defined as any business shall be considered "similar" to that endeavor other than Manpower, including but not limited to, any self-owned business or self-employment of the Employer if it is Employee, engaged in the acquisitionemployee staffing, developmentrecruiting, ownershipleasing, operationoutsourcing, management contracting or leasing of suburban office property (i) in any geographic market or submarket other business in which a payment is received from a Customer for supplying, or sourcing workers to perform services directly for the Employer owns more than 750,000 s.f. of properties Customer, either as of the date hereof an employee, independent contractor or as of the date of termination of the Executive's employmentotherwise. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefAs used herein, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, term “directly or indirectly” shall include not only acts performed directly by Employee but also acts performed by any persons under Employee’s supervision, capital stock direction or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationcontrol.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service areas of the Employer’s lending and deposit taking functions extends to the areas encompassing the sixty (60) mile radii from each of the offices of the Employer. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 4 and 4 hereof10, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months years after the termination of the Executive's later of Employee’s employment with the Employer or any subsidiaries and affiliates or the end of any consulting arrangement with the Employer or any subsidiaries and affiliates (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a “Financial Institution”) within the sixty (60) mile radii of each of the Employer Employer’s offices (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's ’s employment with the Employer for any reason during the Term, (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer officer, trustee or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph paragraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisitionownership, development, ownership, operation, management or leasing of suburban office property (i) real estate in any geographic market or submarket in which the Employer owns either (i) owns, develops, operates or leases more than 750,000 s.f. 1,000,000 square feet of properties either as property of the date hereof same or similar type (e.g., office, data center, industrial, residential or self-storage) as of the date of termination of the Executive's ’s employment, or (ii) has commenced construction or agreed to acquire or manage more than 100,000 square feet of property of the same or similar type within the 12 months preceding the date of termination of the Executive’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that the Executive’s employment hereunder is terminated pursuant to paragraph (c) of Section 4, above, in connection with or within 12 months after a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerChange in Control, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition Change in Control and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation. For avoidance of doubt, notwithstanding anything in this Agreement to the contrary and unless otherwise agreed by the Executive and the Employer, the Restrictive Covenant shall not apply following the termination of the Executive’s employment with the Employer in the event that such termination occurs after the end of the Term.

Restrictive Covenant. The Because of, but not limited to, the significant investment by the Employer to further train the Employee, to introduce the Employee to the local medical community and to the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations referral sources of the Employer, and of other efforts to integrate the Employee in the Employer’s practice and the medical community, all of which have agreed that as an essential ingredient substantial benefit to the Employee and which would be impossible to obtain without the Employer’s assistance, and to protect the goodwill of and in consideration the Employer’s practice, the Employer needs the protection of the provisions of this Agreement and Section. Accordingly, if the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except Employee terminates his employment with the Employer for any reason, or the Employer terminates the Employee’s employment for breach or other cause, then the Employee shall not, without the express prior written consent of the Employer, for a period equal to of one year from and after the lesser date of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the Employee’s termination of the Executive's employment with the Employer (the "Restrictive Period")employment, he will not directly or indirectly compete with the business Employer, either directly or indirectly, individually, or as an agent, employee, officer, director, shareholder, partner or member of any other entity or in any other capacity whatsoever, by practicing PHYSICIAN SPECIALTY within a 10 mile radius of HOSPITAL NAME or our ADDRESS office. Employee acknowledges (a) that the Employer has a large investment in obtaining its referral sources, (b) that the Employer’s success depends in large part upon its developing and maintaining such relationships, (c) that such relationships constitute an asset and property of the Employeremployer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to (d) that of the Employee’s performing services for the Employer (constitutes a position of trust by the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" Employee to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive CovenantEmployer. Accordingly, the Restrictive Covenant Employee shall be deemed to have not breach the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date Employee’s position of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires trust with the Employer, and the Employee shall not, individually or in concert with any other person or entity, do anything to adversely influence or interfere with any relationships between the Employer and the Employer’s patients and referral sources. If the Employee so competes with the Employer or otherwise violates the provisions of this Restrictive Covenant Section, then the Employer shall continue have the right to apply only institute and action to restrain the Employee from so competing with the Employer, since such competition by the Employee with the Employer will result in immediate and irreparable damage and harm to the primary service area of Employer that should be restrained. Alternatively, if the Employee wishes to so compete with the Employer, then the Employee shall pay the Employer the sum of $50,000. Such payment shall be as it existed immediately before liquidated damages, and not as a penalty, for the irreparable damage and harm that such assumption or acquisition and competition will cause the Employer. Upon the Employer’s receipt of such payment, the Employee shall no longer be bound by the foregoing agreement not apply to any compete. In addition, upon the Employee’s termination of employment with the successor's other offices or markets. The foregoing Restrictive Covenant Employer, the Employee agrees that the Employee shall not prohibit the Executive from owningnot, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) induce other employees and/or associates of the outstanding capital stock Employer to terminate his or her employment with the Employer. The Employer’s remedies for breach of provisions of this Section shall be cumulative, and the seeking or obtaining of injunctive relief shall not preclude a claim for damages or other relief. In the event of breach of any corporationof the provisions of this Section, the Employer shall also be entitled to recover all costs and expenses ( including reasonable attorneys’ fees) incurred by it in seeking to enforce the provisions of the Section and/or in seeking damages for breach thereof. The Employee represents and warrants that the covenants contained in this Section are reasonable and that the enforcement thereof would not preclude the Employee from earning a living.

Restrictive Covenant. The Employer Employee and the Executive Employer have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as the covenants contained in this Section 5 are an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive . The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the ExecutiveEmployee's employment with the Employer Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), he the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, being a shareholder or by directly partner of or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducingin any other capacity with, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business similar which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of the Employer asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness similar to that of the Employer's.

Restrictive Covenant. The Employer and Without the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the EmployerBoard of Directors of Employer including the WP Designee, such consent not to be unreasonably withheld, Executive agrees that he will not for a period equal of one year following the termination by Executive of his employment with Employer whether before or after the expiration of the Employment Term (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 10 shall be so enforced): (i) directly or indirectly engage, in the United States, in any business in competition with the primary business conducted by Employer, either as employee, independent contractor, owner, partner, lender or stockholder, at the time of termination of the Executive (provided that the foregoing shall not be construed to prohibit ownership of less than 5% of the outstanding shares of any public corporation); (ii) solicit, canvass, or accept any business for any other competing company, or business similar to any business of Employer, from any past, present or future ("future," as used herein, shall mean at or prior to the lesser time of termination of employment) customer of Employer; (iii) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or (iv) directly or indirectly request any present or future (as defined above) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the Executive's employment with by the Employer for any reason, whether before or after the expiration of the Employment Term, Executive shall not (the "Restrictive Period"), he will not x) at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationor (y) for a period of one year following termination disclose any details of organization or business affairs, trust or other entity which owns any names of past, present or operates a business similar to that future (as defined above) customers of the Employer (the "Restrictive Covenant")Employer. For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 10, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant term "Employer" shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationits subsidiary corporations.

Restrictive Covenant. The Employer Employee hereby covenants and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply pursuant to any of the successor's other offices Sections 7(b), (c), (d), (e), (f), (g) or markets. The foregoing Restrictive Covenant (h), Employee shall not prohibit the Executive from owning, directly or indirectly, capital stock either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or similar securities which are listed on a securities exchange or quoted on the National Association shareholder in excess of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the outstanding capital stock principal business activity of Employer or Employer's, in or about any corporationstate in which Employer or Employer's Subsidiaries are licensed to conduct casino operations (the "Operating States"), including without limitation ---------------- any waterways which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employer Xxxxxxxxx covenants and agrees that during the Executive have jointly reviewed period commencing with the tenant listsdate hereof and ending six (6) months from the date Xxxxxxxxx'x employment with Xxxxxx is terminated for "cause" or by reason of Xxxxxxxxx'x voluntary termination of employment from Xxxxxx (the "Non-Compete Period"), property submittalsXxxxxxxxx will not compete or attempt to compete with or become associated with any business which competes with the Companies' outsourcing, logsproject management, broker liststechnical staff augumentation, and operations or any business activities of the EmployerCompanies existing on or developed subsequent to the date hereof. Xxxxxxxxx covenants and agrees that he will not, and have agreed that as an essential ingredient of and in consideration of this Agreement and without the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of Xxxxxx during the Employer, for a period equal to the lesser Non-Compete Period: (a) solicit any customer of the number of FULL months Companies; (b) solicit any contracts which were either being solicited by, or which were under contract with, the Executive has at Companies by performing or causing to be performed any time been employed by the Employer work which was either being solicited by, or twenty-four which was under contract with, Xxxxxx; or (24c) months after the termination induce any sales, operating, technical or other personnel of the Executive's employment with Companies to leave the Employer (service, employ or business of the "Restrictive Period"), Companies. Xxxxxxxxx agrees that he will not violate this Article Twelfth: (a) directly or indirectly compete with the business indirectly; (b) in any capacity, either individually or as a member of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving any firm; (c) as an employeeofficer, officer director, stockholder, partner or director Xxxxxxxxx of any business; or consultant to(d) through or with any persons, relatives (either through blood or marriage), firms, corporations or individuals controlled by soliciting or inducing, or attempting associated with him (each and every such method of violation referred to solicit or induce, any employee or agent of Employer in clauses (a) through (d) shall hereinafter be referred to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the as an "Restrictive Covenantindirect violation"). For purposes of this subparagraph (a), a business shall Xxxxxxxxx further agrees that doing or causing to be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to done any of the successor's other offices or markets. The foregoing Restrictive Covenant actions prohibited in this Article Twelfth by means of an indirect violation shall not prohibit the Executive from owningconstitute a violation of this Article Twelfth as though violated by Xxxxxxxxx, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) subject to all of the outstanding capital stock of any corporationremedies to Xxxxxx provided for herein and as otherwise provided by law.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of (a) For and in consideration of this Agreement the compensation to be paid by the Company pursuant to the terms hereof, and the payment in recognition of the amounts described in Sections 3 fact that Executive performs integral and 4 hereofessential services to the Company, and that Executive will receive and have access to Confidential Information and other valuable rights and assets of the Company, Executive hereby covenants and agrees thatthat he will not, except at any time during his employment with the express prior written consent of the EmployerCompany, and for a period equal of eighteen (18) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach has actually or likely occurred), directly or indirectly, as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, or in any other individual or representative capacity engage or participate in any business or in any activity related to the lesser development, sale, production, manufacturing, marketing or distribution of products or services which are in competition with products or services which the Company or any of its subsidiaries produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company or any of its subsidiaries then conducts business or reasonably has plans to conduct business. Executive agrees to place all subsequent employers on notice of the number terms and conditions stated in this Section 10. Executive further agrees that during his employment by the Company and for a period of FULL twenty-four (24) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach has actually or likely occurred), Executive has shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, any then-current employee of the Company or anyone who was employed or otherwise engaged by the Company at any time been employed by during the Employer twelve (12) months preceding such inducement to accept employment or affiliation with another person or entity engaging in such business or activity of which Executive is an employee, owner, partner or consultant. Executive shall not for a period of twenty-four (24) months after the termination of the Executive's employment with the Employer Company (which will be extended by the "Restrictive Period")duration of any period of time which a court of competent jurisdiction determines, he will not directly whether on a preliminary or indirectly compete final basis, that a breach has actually or likely occurred) solicit any Customer to do business with any person or entity (other than the Company) that is competing with the business of Company's products or to reduce or end its relationship with the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")Company. For purposes of this subparagraph (a)paragraph, Customer shall mean any person or entity that provided consideration to the Company in exchange for products or services, and any person or entity to which the Company has met with regarding a business shall be considered "similar" to that of the Employer if it is engaged relationship, in the acquisition, development, ownership, operation, management or leasing of suburban office property twelve (i12) in any geographic market or submarket in which month period immediately preceding the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If employment with the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationCompany.

Restrictive Covenant. The Notwithstanding anything in this Agreement to the contrary, during the period of active employment and if Employee's employment is terminated under this Agreement, with or without cause, voluntarily or involuntarily, by either party Employee agrees that for a period ending on the later of (i) the 'date that is five (5) years after the date of this Agreement or (ii) the date that is two (2) years after the termination of employment, he shall not, within the state of Florida, own, manage, operate, control, be employed by, act as an agent for, participate, in or be connected in any manner with the ownership, management, operation or control of any business which is engaged in businesses which are or may be competitive to the business of Employer. It is the intention of the parties that Employer be given the broadest protection allowed by law with regard to the restrictions herein contained. In the event of a breach or a threatened breach by Employee of provisions in this paragraph, Employer shall be entitled to an injunction restraining Employee from such breach or threatened breach. Nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages from Employee. This covenant on the part of Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that Employee shall be construed as an essential ingredient agreement independent of and in consideration any other provision of this Agreement and the payment existence of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent any claim or cause of the Employer, for action by Employee against Employer whether predicated upon this Agreement or otherwise shall not constitute a period equal defense to the lesser enforcement by Employer of the number this covenant. Employer agrees if Employee provides services as a certified public accountant on behalf of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months an accounting firm engaged in public accounting after the termination of the Executive's employment with the Employer (the "Restrictive Period")this Agreement, he will such practice shall not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates constitute a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executiverestrictive covenants contained in this Section 20. In the event that this restrictive covenant shall be determined by any court of competent jurisdiction to be unenforceable by reason of it being extended for too great a successor period of time, or as encompassing too large a geographic area, or over too great a range of activities, or any combination of these elements, the Employer assumes parties agree that this covenant shall be interpreted to extend only over the maximum period of time, geographic area, and agrees range of activities as to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area which said court of the Employer as it existed immediately before such assumption or acquisition competent jurisdiction deems reasonable and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationenforceable.

Restrictive Covenant. The Employer Employee hereby covenants and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply pursuant to any of the successor's other offices Sections 7(b), (c), (d), (e) or markets. The foregoing Restrictive Covenant (f), Employee shall not prohibit the Executive from owning, directly or indirectly, capital stock either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or similar securities which are listed on a securities exchange or quoted on the National Association shareholder in excess of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of a $$ publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the outstanding capital stock principal business activity of Employer or Employer's, in or about any corporationstate in which Employer or Employer's Subsidiaries are licensed to conduct casino operations (the "Operating States"), including without limitation ---------------- any waterways which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employer and Upon the Executive have jointly reviewed the tenant liststermination of his employment, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration whether by termination of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofby either party, by discharge, or otherwise, the Executive hereby agrees that, except Employee shall not enter into or engage in any business in competition with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, includingas it exists at the time of termination of employment under this Agreement, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financingeither as an individual on his own account, or by directly as a partner, joint venture, employee, agent, or indirectly serving consultant for any person, or as an employeea director, officer or director stockholder (other than as a passive investor) of a corporation or consultant toother enterprise, or by soliciting or inducingotherwise, or attempting to solicit or induce, any employee or agent for a period of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of two years after the date of termination of employment hereunder. The Employee acknowledges that he believes this covenant will not prevent him from and he will be able to engage in a livelihood apart from the Executive's employmentactivities which are prohibited by this covenant during the specified period. If This covenant on the Executive violates part of the Restrictive Covenant and Employee shall be construed as an agreement independent of any other provision in this Agreement; and, the existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer brings of this covenant. It is agreed by the parties that this covenant on the part of the Employee may be enforced against the Employee by injunction, without requirement imposed by the Court for posting bond which the Employee hereby specifically and knowingly waives, as well as by all other legal action for injunctive remedies available to the Employer. It is agreed by the parties hereto that if any portion of this covenant not to compete is held to be unreasonable, arbitrary or other reliefagainst public policy, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant covenant herein shall be deemed considered divisible both as to have time and geographical area so that a lesser period or geographical area shall remain effective so long as the duration specified in this paragraph (a) computed from the date the relief same is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executivenot unreasonable, arbitrary, or against public policy. In the event that a successor of the Employer assumes permanently and agrees partially or completely ceases conducting its business, the Employee shall be released from this covenant with respect to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness ceased.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express Without prior written consent of the Board of Directors of Employer, such consent not to be unreasonably withheld, Executive agrees that he will not for a period equal of one year following the termination by Executive of his employment with Employer whether before or after the expiration of the Employment Term (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 10 shall be so enforced): (i) directly or indirectly engage, in the United States, in any business in competition with the primary business conducted by Employer, either as employee, independent contractor, owner, partner, lender or stockholder, at the time of termination of the Executive (provided that the foregoing shall not be construed to prohibit ownership of less than 5% of the outstanding shares of any public corporation); (ii) solicit, canvass, or accept any business for any other competing company, or business similar to any business of Employer, from any past, present or future ("future," as used herein, shall mean at or prior to the lesser time of termination of employment) customer of Employer; (iii) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or (iv) directly or indirectly request any present or future (as defined above) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the Executive's employment with by the Employer for any reason, whether before or after the expiration of the Employment Term, Executive shall not (the "Restrictive Period"), he will not x) at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationor (y) for a period of one year following termination disclose any details of organization or business affairs, trust or other entity which owns any names of past, present or operates a business similar to that future (as defined above) customers of the Employer (the "Restrictive Covenant")Employer. For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 10, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant term "Employer" shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationits subsidiary corporations.

Restrictive Covenant. The Employer Executive understands and recognizes that his services to Company are special and unique and that in the course of performing such services Executive will have jointly reviewed the tenant lists, property submittals, logs, broker lists, access to and operations knowledge of the Employer, Confidential and have agreed that as an essential ingredient of Proprietary Information and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with during the express prior written consent of the Employer, for a Term and twelve month period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the immediately following Executive's ’s separation from employment with the Employer (the "Restrictive “Termination Restriction Period"”), whether such separation is voluntary or involuntary, he will shall not in any manner, directly or indirectly compete with the business indirectly, on behalf of the Employer, including, but not by way of limitation, by directly himself or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any other person, firm, partnership, corporationjoint venture, trust corporation or other business entity which owns (“Person”), enter into or operates a engage in any business similar to that involving the development or commercialization of competing products developed or commercialized by the Company at the time of Executive’s separation or at any time during Executive’s employment with the Company (the “Business of the Employer (Company”) within the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket area in which Company does business, which is deemed by the Employer owns more than 750,000 s.f. of properties either as of Parties hereto to be the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant United States and the Employer brings legal action for injunctive or other reliefEuropean Union. Executive acknowledges that, due to the Employer shall notunique nature of Company’s business, as Company has a result strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the time involved restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Notwithstanding the foregoing, nothing contained in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this Section 7(a) shall be deemed to have prohibit Executive from acquiring or passively holding, solely for investment, publicly traded securities of any corporation, some or all of the duration specified activities of which are engaged in the Business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this paragraph (aSection 7(a) computed shall preclude Executive from performing the date functions of chief executive or other senior executive, per se, provided such functions do not involve the relief is granted but reduced by development of a product within the time between the period when the Restrictive Period began to run and the date Business of the first violation Company, or the use of the Restrictive Covenant Confidential and Proprietary Information; becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i)) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Executive. In the event that a successor Business of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerCompany, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall (ii) Executive does not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningprovide services, directly or indirectly, capital stock to any other division or similar securities which are listed on operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a securities exchange or quoted on “Competitive Division” and collectively, the National Association of Securities Dealers Automated Quotation System which do not represent more “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than five percent (5%) 10% of the outstanding capital stock multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of any corporationemployment with or provision of services to the Division.

Restrictive Covenant. The Employer In consideration of Employee’s employment with the Company, the provision by the Company of trade secrets and confidential information to Employee, the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsCompany’s introduction to Employee of its clients and customers, and operations other good and valuable consideration, Employee and Company agree as follows: For a period of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except twelve months after Employee’s employment with the express prior written consent Company terminates, Employee will not engage, either individually or on behalf of any other person, firm, or entity, in the Employerbulk trucking business, for a period equal to trans-loading, bulk tank cleaning business, logistics business or the lesser of transportation brokerage business in any geographic area in which the number of FULL months Company participated in those businesses during the Executive has at any time been employed by the Employer or last twenty-four months prior to Employee’s Termination Date. The above restriction does not preclude Employee from: (24i) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financingoperating or managing any business, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become being employed by any person, firmfirm or entity in a non-competing organization, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (iii) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent owning no more than five percent (5%) of the outstanding capital stock equity of any corporation.publicly traded entity in a non-competing organization with respect to which Employee is not an officer, director, employee, consultant, advisor, or agent. In addition, Employee acknowledges that irreparable damage would occur in the event of a breach of the provisions of this Restrictive Covenant by Employee. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant, Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. Nothing in this Restrictive Covenant promises or guarantees Employee employment with the Company and the Company and Employee retain the right to terminate Employee’s employment as provided in the Agreement to which this is an exhibit. AGREE: DATE: 7-16-10 ANNEX B

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four twelve (2412) months after the termination of the Executive's ’s employment with the Employer for any reason (including termination as a result of the expiration of the term so this Agreement), (the "“Restrictive Period"”), he she will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "“similar" ” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's ’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's ’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

Restrictive Covenant. The Employer (a) During the Rebate Period and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months after the termination of the Executive's employment with the Employer years thereafter (the "Restrictive Restricted Period"), he will not but in no event less than five (5) years after the Closing Date, Seller and TIMCO shall not, directly or indirectly compete indirectly, as a proprietor, equityholder, investor, (other than passive ownership of 2% or less of any publicly-traded company), partner or representative, through or in association with any Person, or otherwise (i) engage in Repairs; (ii) own or acquire any interest in any business which is engaged in Repairs; (iii) solicit on its own behalf or on behalf of any other Person, or attempt to solicit, any customers of Buyer in connection with the business performance by Seller, TIMCO or such other Person of Repairs; (iv) solicit, induce or attempt to induce any of the Employer, including, but not by way employees or independent contractors of limitation, by directly Buyer to terminate their employment or indirectly owning, managing, operating, controlling, financingcontractual relationships with Buyer; (v) act as a consultant or advisor, or by directly loan or indirectly serving as an employeeotherwise provide funds or assistance of any sort, officer or director of or consultant to, or by soliciting otherwise engage, any Person who or inducingwhich is or is attempting to engage in any of the activities listed in clauses (i) through (iv) hereof; or (vi) take any action which may impair the relationship between Buyer and suppliers and customers of, or attempting others having relationships with, the Business; provided that the Restricted Period with respect to clause (iv) hereof shall be limited to the two-year period following the Closing Date. Notwithstanding the foregoing, Seller and TIMCO may: (x) conduct Repairs for aircraft that TIMCO and its Affiliates are maintaining for their customers at TIMCO's and its subsidiaries' facilities; and (y) solicit customers of Buyer for TIMCO's and its subsidiaries, other businesses, including businesses outside the scope of this Section 9.1 and activities that TIMCO or induce, any employee or agent its Affiliates may engage in as described in clauses (x) and (y) of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant")this sentence. For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefcovenant, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.term "

Restrictive Covenant. The Employer Employee hereby covenants and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply pursuant to any of the successor's other offices Sections 7(b), (c), (d), (e), (f) or markets. The foregoing Restrictive Covenant (g), Employee shall not prohibit the Executive from owning, directly or indirectly, capital stock either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or similar securities which are listed on a securities exchange or quoted on the National Association shareholder in excess of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the outstanding capital stock principal business activity of Employer or Employer's, in or about any corporationstate in which Employer or Employer's Subsidiaries are licensed to conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employer and During the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsTerm, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four twelve (2412) months after the earlier termination of the Executive's employment with the Employer this Agreement for any reason, Employee shall not render services in any capacity, including but not limited to rendering services as corporate officer or executive, general manager, sales manager, account executive, on-air talent, host, producer, program director, program executive or consultant, of any media entity or network (the "Restrictive Period"including radio, television, cable, internet, satellite, wireless), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, for any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property “Competitive Business,” (i) in any geographic market or submarket area in which SBS owns, leases or programs a media outlet, at any time during Employee’s employment with SBS (the Employer owns more than 750,000 s.f“Territory”) and (ii) that broadcasts or transmits its content primarily in the Spanish-language. of properties either as Competitive Business shall also include all over-the-air, satellite, cable and Internet radio and television providers. It is specifically understood by Employee that SBS, the SBS Stations and SBS-affiliated television facilities or stations, if any, within the Territory are intended beneficiaries of the date hereof or as of the date of termination of the Executive's employmentrestrictive covenants contained in this Section. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall The parties agree that it will be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first a violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees this section for Employee to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningrender services, directly or indirectly, capital stock to any company that is in the business of owning, leasing or similar securities which programming radio or television stations that broadcast primarily in the Spanish language, if Employee’s duties or activities include responsibility for or relate in any significant manner to one or more of that company’s stations that are listed on a securities exchange competitive with one or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock SBS Stations. Notwithstanding the foregoing, it is agreed and understood that this restrictive covenant does not apply to the Initial Term of this Agreement. In addition, as compensation for this restrictive covenant, if Employee is terminated under this Agreement, after the Initial Term, by the Company for any corporationreason except termination for death, the Company will (a) pay a lump-sum severance in an amount equal to one (1) year of the Employee’s then current salary as set forth in Exhibit A and any bonus earned at the time of termination.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsIn consideration of Employer's grant -------------------- of options to Executive, and operations of the Employerits covenant to pay a Severance Benefit, and have agreed that each as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofcontained herein, the Executive hereby agrees that, except with the express without prior written consent of the Board of Directors of Employer, Executive agrees that he will not for a period equal of one (1) year following the termination of Executives employment with Employer for any reason whatsoever, (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 10 shall be so enforced): (a) directly or indirectly engage in the same state or territory of the United States in any business in direct competition with the primary business conducted by Employer at the time of termination, either as employee, independent contractor, 5% or greater owner, partner, lender or stockholder; and further provided, that the foregoing shall not be construed to prohibit ownership of less than 2% of the outstanding shares of any public corporation); (b) solicit, canvass, or accept any business for any other company, or business similar to any business of Employer, from any past, present or future (as defined below) customer of Employer; (c) directly or indirectly induce or attempt to influence any employee or Employer to terminate his employment; or (d) directly or indirectly request any present or future ( future , as used herein, shall mean at or prior to the lesser time of termination of employment) entities with who Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the Executive's Executive s employment with by the Employer (for any reason, whether before or after the "Restrictive Period")expiration of the term of his employment, he will Executive shall not at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationany details of organization or business affairs, trust or other entity which owns any names of past or operates a business similar to that present customers of the Employer (the "Restrictive Covenant")Employer. For the purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 10, the term Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationits subsidiaries.

Restrictive Covenant. The Employer Executive acknowledges and recognizes Executive’s possession of Proprietary Information (as defined in the PIIAA) and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations highly competitive nature of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the EmployerGroup and, includingaccordingly, but not agrees that in consideration of the promises contained herein Executive will not, during the period of Executive’s employment by way of limitationthe Company and for the Non-Compete Period, by anywhere in the United States, directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) engage in any geographic market competitive Business Activities, whether such engagement shall be as an employer, officer, director, owner, employee, consultant, stockholder, partner or submarket other participant in which any competitive Business Activities; (ii) assist others in engaging in any competitive Business Activities in the Employer owns manner described in the foregoing clause (i); (iii) solicit, induce or influence any employee of the Company to terminate his or her employment with the Company or engage in any competitive Business Activities on behalf of a person other than the Company; or (iv) solicit, induce or influence any consultant, customer or vendor of the Company to terminate, discontinue, reduce or limit its business with the Company; provided, however, that the ownership of no more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five two percent (5%) of the outstanding capital stock of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market shall not be deemed engaging in any corporationcompetitive Business Activities. For purposes of this Section 18, a person shall be deemed to be an “employee,” “consultant,” “customer” or “vendor” of the Company, if such person had an employment, consulting or business relationship, as applicable, with the Company during the Employment Period. Each undertaking contained in this Section 18 shall be read and construed independently of the other undertakings therein contained so that if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever, then the remaining undertakings shall be valid to the extent that they are not held to be so invalid. While the undertakings in Section 18 are considered by the Company and Executive to be reasonable for the protection of the goodwill, other proprietary rights, intangible business values and legitimate interests of the Company, if one or more should be held invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, then any court is expressly empowered to “blue pencil,” rewrite, or reform such covenant, (without respect to that jurisdiction’s “blue pencil” or reformation principles) and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four twelve (2412) months after the termination of the Executive's ’s employment with the Employer for any reason during the Term (the "“Restrictive Period"), ”) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, Employer by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer officer, trustee or director of or consultant to, the businesses set forth on Exhibit B attached hereto or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer their affiliates (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation. For avoidance of doubt, notwithstanding anything in this Agreement to the contrary and unless otherwise agreed by the Executive and the Employer, the Restrictive Covenant shall not apply following the termination of the Executive’s employment with the Employer in the event that such termination occurs after the end of the Term.

Restrictive Covenant. (a) The Employer Employee hereby acknowledges and recognizes --------------------- that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Executive have jointly reviewed Employee further acknowledges and recognizes that the tenant listsCompany would find it extremely difficult or impossible to replace the Employee and, property submittalsaccordingly, logsthe Employee agrees that, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement the benefits to be received by the Employee hereunder, the Employee will not, from and after the payment date hereof until the first anniversary of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent termination of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer Employment Period (or twenty-four (24) six months after the termination of the ExecutiveEmployment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Employer Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the "Restrictive Period"), he will not directly or indirectly compete with foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Employer, includingCompany, but not by way of limitationnevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the "Restrictive Covenant"). For purposes education, skills and ability of this subparagraph (athe Employee), the Employee believes would not prevent the Employee from earning a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.fliving. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation15.

Restrictive Covenant. The Employer Employee hereby covenants and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply pursuant to any of the successor's other offices Sections 7(b), (c), (d), (e) or markets. The foregoing Restrictive Covenant (f), Employee shall not prohibit the Executive from owning, directly or indirectly, capital stock either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or similar securities which are listed on a securities exchange or quoted on the National Association shareholder in excess of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the outstanding capital stock principal business activity of Employer or Employer's, in or about any corporationstate in which Employer or Employer's Subsidiaries are licensed to conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service area of the Employer’s lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 Section 4 and 4 hereofSection 10, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's Employee’s employment with the Employer (the "“Restrictive Period"”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a an office or other business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property location of: (i) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurance company or agency, investment brokerage firm or other entity or organization involved in the retail sale of investment products or the making of retail or commercial loans (any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof foregoing referred to in clauses (i) or (ii) collectively referred to as a “Financial Institution”) within a sixty (60) mile radii from each of the date offices of termination of QCR Holdings, Inc. and its subsidiaries (the Executive's employment“Restrictive Covenant”). If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. (a) The Employer Employee hereby acknowledges and recognizes that, during the Executive have jointly reviewed Term, the tenant listsEmployee will be privy to trade secrets and confidential proprietary information critical to the Company’s business and, property submittalsaccordingly the Employee agrees that, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofbenefits to be received by him hereunder, the Executive hereby agrees thatEmployee will not, except with from and after the express prior written consent date hereof until the first anniversary of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's Term, or, if longer, until December 31, 2009 (the “Restrictive Period”) if required by the provisions of Section 6(a) or Section 6(b) of this Agreement, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed in the areas covered by the Assigned IP (as defined in Section 9(a))(so long as such development has not been abandoned by the Company), produced, marketed or sold at the time of the Employee’s termination with any of the entities or corporations set forth on Schedule C to this Agreement, or any subsidiary or successor of the Company or any such entity (hereinafter a “Competing Business”), whether such engagement shall be as an owner, partner, investor, employee, officer, director, affiliate, consultant, speaker, lecturer or other participant in any Competing Business; (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Employer (the "Restrictive Period"), he will Company or any subsidiary thereof or engage in any Competing Business. The ownership of not directly or indirectly compete with the business more than 5% of the Employer, including, but not by way stock of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director any entity having a class of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar equity securities which are listed actively traded on a national securities exchange or quoted on any minority interest in any private entity shall not be deemed, in and of itself, to violate the National Association prohibitions of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) this Section 8(a). The Employee and the CEO of the outstanding capital stock of Company shall discuss in good faith any corporationpotential future addition to Schedule C in accordance with its terms. The Employee agrees to discuss with the Company CEO during the Term any employment or consulting positions with a potential commercial competitor prior to entering into an employment or consulting arrangement with such entity.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement and the payment purchase of the amounts described in Sections 3 assets and 4 hereof, the Executive hereby agrees that, except with the express prior written consent business of the EmployerKyto Meridien by DIANON, for a period equal to of three years from and after the lesser Closing Date and for any renewal period or extension of the number of FULL months the Executive has at term hereof, and notwithstanding any time been employed by the Employer or twenty-four (24) months after the earlier termination of this Agreement, except upon the Executive's employment with the Employer express written consent of DIANON (the "Restrictive Period"which consent may be unreasonably withheld), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer Xxxxxxx shall not, as a result of the time involved in obtaining such relieffor his own account, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordinglyon behalf of, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employerjointly with, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owningperson, directly or indirectly, capital stock own, manage, operate, join, control, finance, invest in, perform services for, advise (or similar advise others with respect to), or otherwise participate in, or be connected with, or become or act as a partner, manager, member, director, officer, employee, consultant, representative or agent of any business (other than DIANON), individual, partnership, firm, proprietorship, professional practice, corporation, limited liability company or other entity that provides clinical laboratory or anatomic or surgical pathology services within a one hundred and fifty mile radius of New York City; provided however, that Xxxxxxx may purchase or own, solely as an inactive investor, the securities which are listed of any entity that is publicly traded on a national securities exchange or quoted on the National Association where Xxxxxxx'x aggregate holdings of Securities Dealers Automated Quotation System which such securities do not represent more than five exceed two percent (5%) of the outstanding capital voting power or of any class of stock of such entity. In addition to the foregoing, during the same three-year period and for any corporationrenewal period or extension of the term hereof, Xxxxxxx shall not, on his own behalf, or on behalf of any other person or entity: (i) solicit the customers, suppliers or employees of DIANON or any affiliated entity; (ii) solicit or seek to hire any employee of DIANON or any affiliated entity; or (iii) attempt in any manner, directly or indirectly, to influence, induce or encourage any such employee to leave the employment of DIANON or any affiliated entity. Xxxxxxx shall not take any action intended, or which may reasonably be expected, directly or indirectly, to impair the goodwill, reputation or good name of DIANON or Kyto Meridien, or otherwise to be detrimental to the interests of DIANON, including any action intended, or which may reasonably be expected, directly or indirectly, to benefit a competitor of DIANON.

Restrictive Covenant. The In consideration of Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listss grant -------------------- of options to Executive, and operations of the Employerits covenant to pay a Severance Benefit, and have agreed that each as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofcontained herein, the Executive hereby agrees that, except with the express without prior written consent of the Board of Directors of Employer, Executive agrees that he will not for a period equal of two (2) years following the termination of Executive s employment with Employer for any reason whatsoever, (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 10 shall be so enforced): (a) directly or indirectly engage in the same state or territory of the United States in any business in direct competition with the primary business conducted by Employer at the time of termination, either as employee, independent contractor, 5% or greater owner, partner, lender or stockholder; and further provided, that the foregoing shall not be construed to prohibit ownership of less than 2% of the outstanding shares of any public corporation); (b) solicit, canvass, or accept any business for any other company, or business similar to any business of Employer, from any past, present or future (as defined below) customer of Employer; (c) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or (d) directly or indirectly request any present or future ( future , as used herein, shall mean at or prior to the lesser time of termination of employment) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the Executive's Executive s employment with by the Employer (for any reason, whether before or after the "Restrictive Period")expiration of the term of his employment, he will Executive shall not at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationany details of organization or business affairs, trust or other entity which owns any names of past or operates a business similar to that present customers of the Employer (the "Restrictive Covenant")Employer. For the purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 10, the term Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationits subsidiaries.

Restrictive Covenant. The Employer and the Executive Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that the primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 Section 4 and 4 hereofSection 10, the Executive Employee hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four two (242) months years after the termination of the ExecutiveEmployee's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates an office or other business location of: (i) a business bank, savings and loan association, credit union or similar to that financial institution, or (ii) an insurance company or agency, investment brokerage firm or other entity or organization involved in the retail sale of investment products or the making of retail or commercial loans (any of the Employer foregoing referred to in clauses (i) or (ii) collectively referred to as a "Financial Institution") within a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsEmployee. The foregoing Restrictive Covenant shall not prohibit the Executive Employee from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer and the Executive have jointly -------------------- reviewed the tenant lists, property submittals, logs, broker lists, customer lists and operations of the Employer, Employer and have agreed that the primary service areas of the Employer's lending and deposit taking functions in which the Employer has and will actively participate extends separately to each area which encompasses a twenty-five (25) mile radius from the main office of the Employer (the primary employment location of Executive as of the Effective Date) and from each of the Employer's other branches and offices. Therefore, as an essential ingredient of and in as consideration of for this Agreement and the payment of the amounts described in Sections 3 and 4 hereofSection 2, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer officer, owner or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates operates, a business bank, savings and loan association, credit union or similar to that financial institution (a "Financial Institution") within a twenty-five (25) mile radius of the Employer Employer's main office (the primary employment location of Executive as of the Effective Date) and from each of the Employer's other branches and offices (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (aSection 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerAgreement, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsoffices. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System NASDAQ, which do not represent more than five percent (5%) of the outstanding capital stock of any corporationFinancial Institution.

Restrictive Covenant. The Employer Xxxxxxx covenants and agrees that during the Executive have jointly reviewed period commencing with the tenant listsdate hereof and ending one (1) year from the date Xxxxxxx’x employment with Sonic Foundry is terminated with or without “cause” or by reason of Xxxxxxx’x voluntary termination of employment from Sonic Foundry (the “Non-Compete Period”), property submittalsemployee will not compete or attempt to compete with or become associated with any business which competes with the Companies’ automated rich media application software and systems business, logs, broker lists, and operations or any business activities of the EmployerCompanies existing on or developed subsequent to the date hereof. Xxxxxxx covenants and agrees that he will not, and have agreed that as an essential ingredient of and in consideration of this Agreement and without the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of Sonic Foundry during the Employer, for a period equal to the lesser Non-Compete Period: (a) solicit any customer of the number of FULL months Companies; (b) solicit any contracts which were either being solicited by, or which were under contract with, the Executive has at Companies by performing or causing to be performed any time been employed by the Employer work which was either being solicited by, or twenty-four which was under contract with, Sonic Foundry; or (24c) months after the termination induce any sales, operating, technical or other personnel of the Executive's employment with Companies to leave the Employer (service, employ or business of the "Restrictive Period"), Companies. Xxxxxxx agrees that he will not violate this Article Tenth: (a) directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer indirectly; (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (ib) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties capacity, either as of the date hereof individually or as a member of the date any firm; (c) as an officer, director, stockholder, partner or employee of termination any business; or (d) through or with any persons, relatives (either through blood or marriage), firms, corporations or individuals controlled by or associated with him (each and every such method of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved violation referred to in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph clauses (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began through (d) shall hereinafter be referred to run and the date as an “indirect violation”). Xxxxxxx further agrees that doing or causing to be done any of the first actions prohibited in this Article Tenth by means of an indirect violation shall constitute a violation of the Restrictive Covenant this Article Tenth as though violated by the Executive. In the event that a successor Xxxxxxx, subject to all of the Employer assumes remedies to Sonic Foundry provided for herein and agrees as otherwise provided by law. Eleventh: Arbitration; Governing Law. Any controversy or claim arising out of, or relating to perform this Agreement or otherwise acquires the Employerbreach thereof, this Restrictive Covenant shall continue to apply only be settled by binding arbitration in the City of Madison pursuant to the primary service area laws of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any State of Wisconsin in accordance with the rules then obtaining of the successor's other offices or marketsAmerica Arbitration Association, and judgments upon the award rendered my be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin. The foregoing Restrictive Covenant arbitrators shall not prohibit have the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on power in their discretion to award attorneys’ fees and other legal costs and expenses to the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of prevailing party in connection with any corporationarbitration.

Restrictive Covenant. The Employer In consideration of the above severance payments and benefits, along with the Executive have jointly reviewed provision by the tenant listsCompany of trade secrets and confidential information to Employee, property submittals, logs, broker liststhe Company’s introduction to Employee of its clients and customers, and operations other good and valuable consideration, Employee and Company agree as follows: For a period of 24 months following the Separation Date, Employee will not, either on his own behalf or on behalf of any other person, firm or entity, individually or collectively, directly or indirectly: (i) engage in the bulk trucking, transloading, bulk tank cleaning, or bulk container business, or any other business in which QDI or any of its subsidiaries are engaged as of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofSeparation Date (collectively, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i“Company Business”) in any geographic market or submarket area in which QDI or any of its subsidiaries participated in the Employer owns more than 750,000 s.f. of properties either as of Company Business during the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only last 24 months prior to the primary service area of the Employer as it existed immediately before such assumption Separation Date; or acquisition and shall not apply to (ii) compete with QDI or any of its subsidiaries, or participate as an agent, employee, officer, consultant, advisor, representative, stockholder, partner, member, joint venturer, or in any other capacity, or have any direct or indirect financial interest, in any enterprise that has any material operations engaged in the successor's other offices Company Business in any geographic area in which QDI or markets. The foregoing Restrictive Covenant any of its subsidiaries participated in the Company Business during the last 24 months prior to the Separation Date; provided, however, that nothing contained herein shall not prohibit the Executive Employee from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent owning no more than five percent (5%) of the outstanding capital stock equity of any corporation.publicly traded entity with respect to which Employee does not serve as an officer, director, employee, consultant or in any other capacity other than as an investor; or being employed by an enterprise that engages in the Company Business, but whose principal business is not the Company Business, if Employee’s involvement is limited to those operations that are not the Company Business. Employee acknowledges that irreparable damage would occur in the event of a breach of the provisions of this Restrictive Covenant by Employee. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant. Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. AGREED: /s/ XXXXXX XXXXXX Xxxxxx Xxxxxx Date: April 30, 0000 Xxxxxxxx X In consideration of the above severance payments and benefits, along with the provision by the Company of trade secrets and confidential information to Employee, the Company’s introduction to Employee of its clients and customers, and other good and valuable consideration, Employee and Company agree as follows CONFIDENTIALITY

Restrictive Covenant. The Employer Employee hereby acknowledges and -------------------- recognizes Employee's possession of confidential or proprietary information and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations highly competitive nature of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the EmployerCompany and its affiliates and accordingly agrees that, includingin consideration of PSS causing the Merger to be consummated, but not by way the Company's entering into this Agreement, and the premises contained herein, Employee will not, from and after the Commencement Date and for the period ending on the later of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of (a) five years after the Employer (the "Restrictive Covenant"). For purposes date of this subparagraph Agreement or (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (ib) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of two years after the date of termination of the Executive's employment. If Employment Period, either individually or as an officer, director, employee, partner, agent or principal of another business firm (i) directly or indirectly engage in the Executive violates United States in any competitive business (including seeking or accepting employment with a Client Account), (ii) assist others in engaging in any competitive business in the Restrictive Covenant and manner described in the Employer brings legal action for injunctive foregoing clause (i), (iii) solicit, professionally contract or other reliefprovide medical billing, the Employer shall notaccounts receivable, as a result accounting, financial or consulting services to any Client Account or (iv) induce employees of the time involved in obtaining Company or any of its affiliates to terminate their employment with the Company or such relief, be deprived affiliates or hire any employees of the benefit Company or any of its affiliates to work with Employee or any business firm affiliated with Employee; provided that, if the FULL period of Employment Period is terminated by the Restrictive Covenant. AccordinglyCompany pursuant to Section 6.2, the Restrictive Covenant Employee's obligations pursuant to this Section 5.3 shall be deemed to have the duration specified in this paragraph (a) computed from terminate two years after the date on which the relief is granted but reduced by Company makes final payment to Employee in respect of Salary (unless the time between Company continues to pay Employee his Salary as if the period when Employment Period had not been terminated in which case, Employee's obligations pursuant to this Section 5.3 shall terminate on the Restrictive Period began earlier of (x) two years after the date on which the Company ceases to run make such Salary payments to Employee and (y) six years after the date of this Agreement). Notwithstanding the first violation foregoing, after the termination or expiration of the Restrictive Covenant by the Executive. In the event that Employment Period, Employee may (i) work or consult for a successor of the Employer assumes governmental agency, (ii) work or consult for not-for-profit healthcare industry groups, (iii) teach at a public or private college, university or professional or vocational training school, and agrees to perform this Agreement (iv) work in a management, administrative or otherwise acquires the Employerlegal counsel capacity in a healthcare business (other than entities which, this Restrictive Covenant shall continue to apply only to as the primary service area component of the Employer as it existed immediately before their business, provide medical billing, accounts receivable management or practice management services to healthcare providers); provided that (1) in no event shall Employee engage in any such assumption activity if such activity (x) is otherwise prohibited pursuant to clauses (i) or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%ii) of the outstanding capital stock immediately preceding sentence or (y) adversely affects, or conflicts with, the business or operations of the Company, PSS or any corporationof their respective affiliates and (2) in the case of working or consulting for a governmental agency, Employee shall recuse himself from any decision-making role in matters affecting the business or operations of PSS or its affiliates.

Restrictive Covenant. The Employer and If the Executive have jointly reviewed Participant’s home country is Australia, Canada, or the tenant listsUnited States, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of option granted hereunder is conditioned upon the Participant’s agreement to this Agreement and the payment Restrictive Covenant Agreement furnished herewith within ninety (90) days from the date of this Agreement. If the Participant’s home country is not Australia, Canada, or the United States, the effectiveness of the amounts described option granted hereunder is conditioned upon (i) the execution and delivery of a restrictive covenant by the Participant to the Company in Sections 3 connection with a previous grant by the Company of any award granted pursuant to the Company’s 2008 Omnibus Award Plan or the Plan or (ii) the execution and 4 hereofdelivery by the Participant within ninety (90) days from the date of this Agreement of the restrictive covenant separately provided by the Participant’s local human resource department. If the Company does not receive the signed (whether electronically or otherwise) restrictive covenant and this Agreement within such ninety-day period, this Agreement shall be terminable by the Company. (b) Clawback. Notwithstanding anything to the contrary contained herein, the Executive hereby agrees thatoption granted hereunder may be terminated and become null and void without consideration if the Participant, except as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the express prior written interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the EmployerCompany, for a period equal while employed by or providing services to the lesser of the number of FULL months the Executive has at Company or any time been employed by the Employer Affiliate or twenty-four (24) months after the termination of the Executive's such employment with the Employer or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordinglyapplicable, the Restrictive Covenant Agreement furnished herewith) between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to have be an amount equal to the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time difference between the period when the Restrictive Period began to run price for shares set forth in Section 1(d) above and the date Fair Market Value (as defined in the Plan), on the applicable exercise date, of the first violation shares of Common Stock for which the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes option was exercised), and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only repay such gain to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsCompany. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.c)

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofSection 2, the Executive hereby agrees thatshall not, except with the express prior written consent of the Employer, for during the period (the "Restrictive Period") (i) of his employment hereunder and (ii) except in the event of a period equal termination of Executive's employment hereunder pursuant to the lesser provisions of the number Section 4.7, for an additional period of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination of the Executive's employment with the Employer (the "Restrictive Period")Employer, he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or 8 by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to competitive with that of the Employer (the "Restrictive Covenant"). For purposes Notwithstanding the foregoing, the Executive will not be deemed to have breached the Restrictive Covenant solely by virtue of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged owning an equity interest in or having participated in the acquisitionoperations of LINC Finance, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employmentsuch operations are described on Exhibit A hereto. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) Section 5.1 computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerAgreement, this Restrictive Covenant shall continue to apply only to the primary service area operations of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsoperations. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do indirectly not represent more than a five percent (5%) of the outstanding capital stock of equity interest in any corporationcorporation or other entity.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in In consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 Section 2 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four one (241) months year after the termination by the Executive of the Executive's his employment with the Employer Employer, (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) herein computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the EmployerAgreement, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or marketsoffices. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationCorporation.

Restrictive Covenant. The Employer and Purchaser, as Landlord under the Executive have jointly reviewed ATM Lease (together with any successor or assign of Purchaser, herein called “ATM Landlord”), shall not use or permit the tenant listsground floor of the Property as described in the ATM Lease to be used by any person or entity for “retail banking purposes” (the “Use Restriction”), property submittalsexcept by the Seller, logsas Tenant, broker listsfor the term of the Permanent ATM Lease, and operations any extension thereof (the “Restricted Period”). The term “retail banking purposes” shall include, without limitation, receiving deposits or making loans to the general public, engaging in the sale of insurance or securities, providing trust services or engaging in stock or mortgage brokerage, whether done by a state bank, national bank, savings and loan association, credit union or other entity, whether by walk-in or drive-up teller facility, ATM or otherwise. In addition, during the Restricted Period, other than by Seller, as Tenant under the ATM Lease: (i) there shall be no signage or advertising of any type placed or permitted upon (a) any portion of the Employerexterior of said Property, or (b) any portion of the interior of the first floor of the building on said Property, or (c) the windows or any other portion of the interior of the second floor of said building which is visible from outside said building, that relates to a financial institution, including Purchaser or ATM Landlord (the “Signage Restriction”), and have agreed that (ii) other than Seller, as an essential ingredient Tenant under the ATM Lease, there shall be no public announcements, advertising, solicitations, business development, notices or other publications relating in any manner to the present or future operation of and in consideration of this Agreement and a financial institution, including Purchaser or ATM Landlord, upon said Property (the payment “Advertising Restriction”). The Signage Restriction shall apply, without limitation, to any occupant of the amounts described in Sections 3 and 4 hereofsecond floor of said building which is using its space for retail banking purposes; provided, the Executive hereby agrees thathowever, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at that any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a such business shall be considered "similar" entitled to that install minimal directional signage on the exterior and first floor of the Employer if it is engaged in Property to the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in extent reasonably necessary to direct any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as customers to its location and to install signage on those portions of the date hereof or as interior of the date second floor of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed said building which are not visible from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executiveexterior. In the event that of a successor violation of the Employer assumes aforesaid Use Restriction, Advertising Restriction or Signage Restriction (collectively, the “Restrictions”), which violation is not cured within fifteen (15) days after Seller, as Tenant, delivers written notice to ATM Landlord. Seller shall be entitled to pursue all remedies available at law or in equity, including, without limitation, injunctive relief. In addition, Seller shall be entitled to recover from ATM Landlord liquidated damages in the amount of $500.00 per day for any violation of the Restrictions from the commencement of any such violation. The parties recognize and agrees to perform this Agreement or otherwise acquires acknowledge that the Employer, this Restrictive Covenant shall continue to apply only foregoing liquidated damages are reasonable and do not constitute a penalty and are being imposed due to the primary service area difficulty of calculating the actual damages that would result from a violation of the Employer as it existed immediately before such assumption or acquisition Restrictions. In the event of any litigation relating to the enforcement of the provisions contained in this Section, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees. The Restrictions shall run with the land. The provisions contained in this Section 9.5 shall survive the Closing and shall not apply to any of be included in the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationDeed.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker listsIn consideration of Holdings' grant of options to Employee, and operations of the Employer's covenant to pay a Severance Benefit, and have agreed that other consideration, each as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereofcontained herein, the Executive hereby agrees that, except with the express without prior written consent of the Board of Directors of Employer, Employee agrees that he will not for a period equal of two (2) years following the termination of Employee's employment with Employer for any reason whatsoever (or to such lesser extent and for such lesser period as may be deemed enforceable by a court of competent jurisdiction, it being the intention of the parties that this Section 9 shall be so enforced); (a) directly or indirectly engage, in any state or territory of the United States in which at such time Employer conducts or plans to conduct business, in any business directly competitive with the business conducted by Employer at the time of termination, either as employee, independent contractor, 5% or greater owner, partner, lender or stockholder (provided that the foregoing shall not be construed to prohibit ownership of less than 2% of the outstanding shares of any public corporation); (b) solicit, canvass, or accept any business for any other company, or business similar to any business of Employer, from any past, present, or future (as defined below) customer of Employer; (c) directly or indirectly induce or attempt to influence any present or future employee of Employer to terminate his employment; or (d) directly or indirectly request any present or future ("future," as used herein, shall mean at or prior to the lesser time of termination of employment) entities with which Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after foregoing, upon the termination of the ExecutiveEmployee's employment with by the Employer (for any reason, whether before or after the "Restrictive Period")expiration of the term of this Agreement, he will Employee shall not at any time directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting disclose to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firmfirm or corporation any trade, partnershiptechnical or technological secrets, corporationany details of organization or business affairs, trust or other entity which owns any names of past or operates a business similar to that present customers of the Employer (the "Restrictive Covenant")Employer. For the purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefSection 9, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant term "Employer" shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run include Holdings, Employer and the date all of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationsubsidiaries.

Restrictive Covenant. The Employer Executive and the Executive Employer have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, Employer and have agreed that as the covenants contained in this Section 5 are an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 and 4 hereof, the . The Executive hereby agrees that, except with the express prior written consent of the Employer, following the termination of the Executive's employment hereunder, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to clause (A) or (B) of subsection (c)(i) of Section 3, for a period equal to the lesser greater of (x) the number term of FULL months this Agreement that would be remaining had the Executive has at any time Executive's employment not been employed by the Employer or twenty-four terminated, and (24y) months one (1) year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he the Executive (i) will not solicit clients, customers or employees of the Employer, CGA or any subsidiary or affiliate of the Employer or CGA and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way Employer or CGA or any subsidiary or affiliate of limitation, the Employer or CGA by directly or indirectly owning, managing, operating, controlling, financing, being a shareholder or by directly partner of or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducingin any other capacity with, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity entity, or any division, subsidiary or separate enterprise of any such entity, which owns owns, manages or operates a business similar which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm or insurance consulting firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of the Employer asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, owning directly or indirectly, indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporationbusiness similar to that of the Employer or that of CGA or any subsidiary or affiliate of the Employer or CGA.

Restrictive Covenant. The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 2 and 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL full months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the then existing business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. However, it is expressly understood that this restriction shall apply only to the operations of the Employer as of the date of termination of this agreement. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.