Common use of Competitive Activity Clause in Contracts

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in (A) Xxxxxxx, Inc. or (B) any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries (as applicable), as such business is described in any Subsidiaries at the time of termination of Executive’s employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year oneyear period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall In the event the Participant engages in Competitive Activity not constituting a Restrictive Covenant Violation, then the purchase price will be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary Fair Market Value of the date Executive's employment with Issuer Equity (measured as of the Company or its subsidiaries terminates, Repurchase Notice Date). The Call Option (i) Executive, for himself or on behalf except in the case of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is event described in any employment or severance agreement then in effect between Executive and Section 2(b)(i)(B)) shall expire upon the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class occurrence of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or Public Offering. (ii) Executive Notwithstanding the foregoing, in the event (1) that the Participant’s Employment is terminated (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between by the Company or any of its subsidiaries and any employee thereof, Subsidiaries with Cause or (B) knowingly hires by the Participant at a time when grounds exist for a termination with Cause, or (2) of a Restrictive Covenant Violation any person who was an employee Issuer Equity acquired pursuant to the settlement of a Vested Restricted Stock Unit shall be forfeited without consideration. (iii) If the Issuer desires to exercise the Call Option pursuant to this Section 2(b), the Company shall, not later than the expiration of the period set forth in Section 2(b) send written notice to each member of the Participant’s Family Group of its intention to purchase Issuer Equity, specifying the number or portion of the Issuer Equity to be purchased (the “Call Notice”). Subject to the provisions of Section 3, the closing of the purchase shall take place at the principal office of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (iv) Notwithstanding the foregoing, if the Issuer elects not to exercise the Call Option pursuant to this Section 2(b), Parent or The Blackstone Group L.P. (through one of its subsidiaries Affiliates) may elect to cause one of its Affiliates or another designee to purchase such Issuer Equity at any time on the same terms and conditions set forth in this Section 2(b) by providing written notice to each member of the one-year period immediately preceding Executive's termination Participant’s Family Group of employment with the Company.its intention to purchase Issuer Equity. (c)

Competitive Activity. Executive shall be deemed to have engaged in --- -------------------- "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt attempts to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, > refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive (a) COMPETITIVE ACTIVITY. Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors, the Company or its subsidiaries Subsidiaries in the line of business Executive Participant is employed in by Investors, the Company or and/or its subsidiaries Subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries (as applicable), as such business is described in any Subsidiaries at the time of termination of Executive’s employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, Employee covenants and agrees that at all times during the Employee's period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminatesCompany, (i) Executiveand while Employee is receiving payments pursuant to Section 6 of this Agreement, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engagesEmployee will not, directly or indirectly, engage in, assist, or have any active interest or involvement, whether as an executiveemployee, agent, representativeconsultant, consultantcreditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the stock of a public company), partner, shareholder proprietor or holder any type of any other financial interest, principal whatsoever in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnershipor business entity which, corporationdirectly or indirectly, is engaged in the same business as that conducted and carried on by the Company, without the Company's specific written consent to do so. Furthermore, for a period of one (1) year after the date of termination of Employee's employment, whether such termination is voluntary or involuntary, by wrongful discharge, or otherwise, or one (1) year following the cessation of payments made pursuant to Section 6 of this Agreement, whichever date is later, Employee will not directly or indirectly, within 75 miles of the principal place of business of the Company, the principal place of business of any corporation or other entity engaged owned, controlled by (or otherwise affiliated with) the Company by which Employee may also be employed or served by Employee, or any other geographic location in a variety of activities, including which Employee has specifically represented the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee interests of the Company or its subsidiaries to leave such other affiliated entity, during the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, twelve (B12) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days months prior to the time such employee was hired by Executivetermination of Employee's employment, engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (C) induces or attempts to induce any customer, supplier, licensee or other business relation excluding holding of less than 1% of the Company stock of a public company), partner, proprietor or any type of its subsidiaries to cease doing business with the Company or its subsidiaries or principal whatsoever in any way interfere with the relationship between any such customerperson, supplierfirm, licensee or business relation and the Company or any subsidiary or (D) entity which, directly or indirectly acquires or attempt to acquire an interest indirectly, is engaged in any the same business relating to the business of the Company or any of its subsidiaries as that conducted and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business carried on by the Company or its subsidiaries Company, without the Company's specific written consent to do so. Notwithstanding the above, it is understood that the Employee's background and skills are in the one-year period immediately preceding Executive's termination treasury area, and that after the expiration of employment six (6) months from the date of termination, the Employee shall not be restricted from associating or affiliating himself with the Companyother financial institutions or companies, so long as such association or affiliation is strictly of a treasury related manner or position.

Competitive Activity. Executive covenants and agrees not to engage in any Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the later of the second anniversary of the date Executive's employment with the Company or its subsidiaries terminatesterminates and the third anniversary of the Closing Date, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entityPerson, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), ) (it being understood and agreed that Executive's activities shall not satisfy this clause (i) where (A) Executive is employed by a person, firm, partnership, corporation, or other entity Person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. entity or (B) Executive may also, without satisfying clause (i) be is a passive owner of not more than 2% of the outstanding publicly traded stock of any class of an entity engaged in a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above); or (ii) Executive (A) Executive, directly or indirectly through another entityPerson, (A) induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere interferes with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, suppliersupplier (including any Pro-Fac member), licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries (or, in the case of a Pro-Fac member, Pro-Fac) or in any way interfere interferes with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary of its subsidiaries or (D) directly or indirectly acquires or attempt attempts to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in (A) Xxxxxxx, Inc. or (B) any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries Subsidiaries at the time of termination of Executive’s employment (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and other than the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto branded cheese business) (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.