Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without In consideration of the numerous mutual ----------------------- promises contained in the Agreement between Employer and the Executive, including, without limitation, those involving access to Trade Secrets and confidential information and training, and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of Employer, Executive agrees that during his employment and for an additional period of twelve (12) months immediately following the voluntary or involuntary termination of his employment for any reason whatsoever (the "Non-Competition Term"), Executive will not, without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the Companyemploy of any person or entity, the Executive shall not, either directly or indirectlyindirectly either as principal, anywhere agent, representative, shareholder (except owning publicly traded stock for investment purposes only in the world, at any time during the Employment Period and for a period of eighteen (18which Executive owns less than 5%) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, directorconsultant, officer, employeebusiness partner, agentassociate, Executive or consultant otherwise, with any a place of business entity directly engaged in the manufacture United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. Executive hereby acknowledges that the geographic boundaries, scope of products competitive with any material product or product lines prohibited activities and the time duration of the Companyprovisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Executive agree and stipulate that the agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and Employer; however, Executive and Employer are aware that in certain circumstances courts have refused to enforce certain provisions of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Executive agree that in the event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall be deemed to be modified or reformed to restrict Executive's competition with Employer or its affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that in no event shall the Executive shall not provisions of Paragraph 4 be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater be more restrictive to Executive than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofthose contained herein.

Covenant Not to Compete. Without In consideration of the numerous mutual promises contained in the Agreement between Employer and the Executive, including, without limitation, those involving access to Trade Secrets and confidential information and training, and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of Employer, Executive agrees that during his employment and for an additional period of twelve (12) months immediately following the voluntary or involuntary termination of his employment for any reason whatsoever (the "Non-Competition Term"), Executive will not, without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the Companyemploy of any person or entity, the Executive shall not, either directly or indirectlyindirectly either as principal, anywhere agent, representative, shareholder (except owning publicly traded stock for investment purposes only in the world, at any time during the Employment Period and for a period of eighteen (18which Executive owns less than 5%) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, directorconsultant, officer, employeebusiness partner, agentassociate, Executive or consultant otherwise, with any a place of business entity directly engaged in the manufacture United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. Executive hereby acknowledges that the geographic boundaries, scope of products competitive with any material product or product lines prohibited activities and the time duration of the Companyprovisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Executive agree and stipulate that the agreements and covenants not to compete contained in Section 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and Employer; however, Executive and Employer are aware that in certain circumstances courts have refused to enforce certain provisions of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Section 4, Employer and Executive agree that in the event a court should decline to enforce the provisions of Section 4, that Section 4 shall be deemed to be modified or reformed to restrict Executive's competition with Employer or its affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that in no event shall the Executive shall not provisions of Section 4 be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater be more restrictive to Executive than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofthose contained herein.

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's ’s employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's ’s undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's ’s employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's ’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without At all times during the Employee’s employment by the Company or any of its subsidiaries and for one year following termination of the Employee’s employment, the Employee shall not, unless acting with the prior written consent of the Company, directly or indirectly (i) own, manage, operate, finance, join, control or participate in the Executive shall ownership, management, operation, financing or control of, or be associated as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any profit or not-for-profit business or enterprise which at any time during such period designs, manufactures, assembles, sells, distributes or provides products (or related services) in competition with those designed, manufactured, assembled, sold, distributed or provided, or under active development, by the Company (including all future developments in and improvements on such products and services) in any part of the world; (ii) offer or provide employment to, interfere with or attempt to entice away from the Company, either on a full-time or part-time or consulting basis, any person who then currently is, or who within one year prior thereto had been, employed by the Company; or (iii) directly or indirectly, anywhere in solicit the worldbusiness of, at or do business with, any time during the Employment Period and for a period customer, supplier, or prospective customer or supplier of eighteen (18) months following the termination of Executive's employment with the Company for with whom the Employee had direct or indirect contact or about whom the Employee may have acquired any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of knowledge while employed by the Company; provided, however, that the Executive this provision shall not be construed to prohibit the ownership by the Employee of not more than 2% of any class of securities of any corporation which is engaged in any of the foregoing businesses that has a class of securities registered pursuant to the Securities Exchange Act of 1934. If the Employee’s spouse engages in any of the restricted activities set forth in the preceding sentence, the Employee shall be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest indirectly engaged in such entity not greater than two percent (2%) activities in violation of such entity's outstanding equity interest, and this covenant. This provision shall be extended at the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line option of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such for a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable equal to all periods during which the Employee is in violation of the foregoing covenant not to compete and to extend the covenant not to compete to run from the date any injunction may be issued against the Employee, should that occur, to enable the Company to receive the full benefit of the covenant in this Section 9 will be extended not to compete agreed to herein by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofEmployee.

Covenant Not to Compete. Without In consideration of the consent numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving Confidential Information, and in order to protect the Company’s Confidential Information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, and subject to the Company’s payment when due of the amounts specified in Sections 6(a) and 6(b), Executive shall agrees that he will not, during his employment and for an additional period of twelve (12) months immediately following the termination of his employment for any reason (the “Noncompetition Term”), directly or indirectly, anywhere in the world, at either through any time during the Employment Period and for a period form of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated ownership or in any way connected as an owner, investor, partnerindividual, director, officer, employeeprincipal, agent, employee, adviser, consultant, shareholder, partner, member, or consultant with in any individual or representative capacity whatsoever, without the prior written consent of the Company (which consent the Company shall not unreasonably withhold), (i) compete for or solicit business for or on behalf of any person or business entity directly engaged operating a specialty financial services company providing similar services and employing acquisition and loan servicing strategies similar to those provided by the Company with a place of business in any state in the manufacture and/or sale United States; (ii) own, operate, participate in, undertake any employment with or have any interest in any entity with a place of products competitive with business in any material product state in the United States related to the operation of a specialty financial services company providing similar services and employing acquisition and loan servicing strategies similar to those provided by the Company, except that Executive may own publicly traded stock for investment purposes only in any company in which Executive owns less than 5% of the voting equity, (iii) compete for or product lines solicit business related to the operation of a specialty financial services company providing similar services to those provided by the Company from any client of the Company (or its successors by merger); or (iv) use in any competition, solicitation, or marketing effort any Confidential Information, any proprietary list, or any information concerning clients of the Company. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the duration of the provisions of this Section 7 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision shall survive the termination of Executive’s employment and can only be revoked or modified by a writing signed by the parties that specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 7 are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 7, the Company and Executive agree that in the event a court should decline to enforce any term or terms of any of the provisions of this Section 7, this Section 7 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company or its affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that the Executive in no event shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held 7 be deemed to be unreasonablemore restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against he shall immediately notify the Executive. The period of time applicable to any covenant Company in this Section 9 will be extended by the duration writing of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, work or business he undertakes with or on behalf of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement any person (including himself) or relevant portions thereofentity.

Covenant Not to Compete. Without Seller and each of its affiliates agree that, without written consent from Buyer, for a period of five (5) years after the consent Closing, neither it nor any of the Company, the Executive shall notits affiliates will, directly or indirectly, anywhere own, manage, operate or control, or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, be operation, or control of, or become associated or in any way connected as an owneremployee, investordirector, manager, officer, advisor, agent, consultant, principal, partner, directorshareholder, officermember, employeeindependent contractor with or lender to, agent, any person or consultant with any business entity directly engaged in or aiding others to engage in the manufacture and/or sale Business located or operating anywhere within a forty (40) mile radius of products competitive with any material product or product lines Branch Office. The parties hereto specifically acknowledge and agree that this covenant shall be construed as an agreement independent of any other provision herein and further agree that the remedy at law for any breach of the Company; providedforegoing will be inadequate and that Buyer, howeverin addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line any portion of the Company" shall mean any product covenants contained in this Section 8 or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held by a court of law to be unreasonableunenforceable with respect either to its duration, arbitrarygeographical area, customer base or against public policyemployee base, such covenant will for whatever reason, it shall be considered divisible both as to be divisible with respect to scope, time, geographical area, customer base and geographic employee base, so that each month of the specified period shall be deemed a separate period of time, each state within the defined area a separate geographical area, and such each employee and customer a separate person, resulting in an intended requirement that the longest lesser scope, period of time, or geographic area, or all of them, as a largest lesser geographical area and largest lesser customer and employee base found by such court of competent jurisdiction may determine to be reasonablea reasonable restriction shall remain an effective restrictive covenant, not arbitrary, and not against public policy, will be effective, binding, and specifically enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofSeller.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Xxxxx-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company Xxxxx-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the CompanyXxxxx-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his or her sole relation with such entity consists of his or her holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" Xxxxx-Danfoss Group” shall mean any product or product line of the CompanyXxxxx-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Xxxxx-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Xxxxx-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company Xxxxx-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 15 are reasonable and necessary to protect the Company's Xxxxx-Danfoss Group’s business. If any covenant in this Section 9 15 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 15 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 15 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 15 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 15 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the Xxxxx-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 15 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture production and/or sale of products competitive with any material product product, offering or product lines business of the CompanyCompany or any of its Subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply. For purposes hereofA Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the term "material product or product line disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionParticipant’s investment. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products business opportunities are marketed located throughout the world; (c) the Company competes and its Subsidiaries and affiliates compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive will, For so long as while the covenants under this Section 9 13 are in effect, the Participant will give notice to the CompanyCompany of the identity of the Participant’s new employer, within ten two business days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Xxxxx-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company Xxxxx-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the CompanyXxxxx-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" Xxxxx-Danfoss Group” shall mean any product or product line of the CompanyXxxxx-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Xxxxx-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Xxxxx-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company Xxxxx-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's Xxxxx-Danfoss Group’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 13 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 13 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 13 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the Xxxxx-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 13 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without Upon the consent effective date of this Agreement and for twelve (12) months thereafter (the Company“Restricted Period”), the Executive Employee covenants and agrees that he shall not, directly or indirectly, anywhere (i) be, or become interested in, associated with or represent, or otherwise render assistance or services to, or manage, operate, control or engage in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an ownerofficer, investordirector, stockholder, partner, directormember, officerconsultant, owner, employee, agent, creditor or consultant with otherwise), any business entity directly engaged in listed on Exhibit “A” to this Agreement; provided that, the manufacture and/or sale foregoing shall not restrict Employee from the collective ownership, solely as a passive investment, of products competitive with securities of any material product business or product lines person if such ownership is (x) not as a controlling person of such business or person, (y) not as a member of a group that controls such business or person and (z) not as a direct or indirect beneficial owner of 10% or more of any class of securities of such business or person; (ii) induce or seek to influence any employee of the Company to terminate his or her employment or to become financially interested in a business that competes with the Company’s then current business; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%iii) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on aid a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line competitor of the Company" Company in any attempt to hire a person who shall mean any product or product line of have been employed by the Company, Company within the aggregate gross sales of which during any calendar year during the five (5) one-year period preceding the Executive's undertaking date of any such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual characteraid; (biv) the business induce or seek to influence any customer of the Company is worldwide in scope and its products are marketed throughout the world; (c) to transact business with a competitor of the Company competes or not to do business with the Company; or (v) take any actions for the purpose of interfering with any other businesses business relationships that the Company has with any other person. The Restricted Period shall be extended by the length of time during which you are or could be located in any part breach of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect 7. The Employee acknowledges that the Company's business. If any covenant Restricted Period contained in this Section 9 7 is held reasonable under the circumstances. Moreover, it is the desire and intent of the parties that the provisions of Section 7 be enforceable to be unreasonablethe fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, arbitrarythe parties agree that if a governmental authority determines subsequently that any of the terms of Section 7 are unenforceable, or against public policythe parties will request that such governmental authority reform the terms by specifying the greatest time period and/or geographic area that would not render the terms unenforceable. Employee specifically agrees that, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all in the event of them, a breach of this Section 7 as determined by a court of competent jurisdiction may determine to jurisdiction, the Company would suffer irreparable injury and damages at law would be reasonable, not arbitraryan insufficient remedy, and not against public policy, will the Company shall be effective, binding, and enforceable against the Executive. The period entitled to seek equitable relief by way of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting temporary or permanent injunction (or any other employmentequitable remedies), without proof of actual damages and without the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement need to post bond or relevant portions thereofother security.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s service on the Company’s Board or the Board of any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Executive's employment Participant’s relationship with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture production and/or sale of products competitive with any material product product, offering or product lines business of the CompanyCompany or any of its Subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s service on the Company’s Board or the board of any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply. For purposes hereofA Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant joined the Company’s Board; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the term "material product or product line disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionParticipant’s investment. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company as a member of the Company’s Board are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products business opportunities are marketed located throughout the world; (c) the Company competes and its Subsidiaries and affiliates compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive will, For so long as while the covenants under this Section 9 13 are in effect, the Participant will give notice to the Company, within ten days after accepting any other employment, Company of the identity of the Executive's employerParticipant’s new employer or any new company whose board Participant may join or otherwise affiliate with, within two business days after accepting any such affiliation. The Company may notify such employer company that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer company with a copy of this Award Agreement or relevant portions thereof.

Covenant Not to Compete. Without The Executive hereby understands and acknowledges that, by virtue of his position with the consent Employing Companies, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the CompanyEmployer. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of his employment, the Executive shall not, directly or indirectly: as owner, anywhere in the worldofficer, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasondirector, be associated or in any way connected as an ownerstockholder, investor, partnerproprietor, director, officerorganizer, employee, agent, representative, consultant, independent contractor, or consultant with any business entity directly engaged otherwise, engage in the manufacture and/or sale of products competitive with any material product same trade or product lines business as the Company's Business, in the same or similar capacity as the Executive worked for the Employing Companies, or in such capacity as would cause the actual or threatened use of the CompanyEmployer's trade secrets and/or Confidential Information; provided, however, that this Subsection shall not restrict the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingfrom acquiring, directly or indirectlyas a passive investment, an equity interest in such entity not greater less than two five percent (25%) of such entity's the outstanding equity interest, and the securities of any class of equity in which the Executive holds an interest is entity that are listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, actively traded in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionover-the-counter market. The Executive acknowledges and agrees that: (a) , given the services level of trust and responsibility given to be performed by him under this Agreement are of a special, unique, unusual, extraordinarywhile in the Employing Companies' employ, and intellectual character; the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent (bi.e. within two (2) years) employment with a competitor to the business Company's Business would result in the inevitable use or disclosure of the Company Employer's trade secrets and Confidential Information and, therefore, this two (2) year restriction is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect against such inevitable disclosure; or offer to provide employment or work of any kind (whether such employment is with the Company's businessExecutive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within two (2) years preceding such offer or provision of employment has been, an employee of the Employer. If any covenant The restrictions on the activities of the Executive contained in this Section 9 is held to shall be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice limited to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.following geographical areas:

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen two (182) months years following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyCompany or any of its subsidiaries; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor employment were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products are marketed throughout the world; (c) the Company competes and its subsidiaries compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 7 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 7 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 7 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 7 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without During the consent of Noncompetition Period, neither the CompanySeller, the Executive shall notnor any Affiliate thereof, will engage directly or indirectly, anywhere indirectly in any business in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment United States which competes with the Company for Business (or any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyportion thereof); provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists ownership by the Seller of his holding, directly or indirectly, an equity interest in such entity not greater less than two percent (2%) of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Seller to be engaged in any of such entity's outstanding equity interestcorporation’s businesses. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the class expiration of equity in the time within which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionjudgment may be appealed. The Executive Seller acknowledges that: (a) and agrees that the services to Buyer would be performed by him under this Agreement are damaged irreparably in the event any of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary 8(e) is not performed in accordance with its specific terms or otherwise is breached. Accordingly, the Seller agrees that the Buyer shall be entitled to protect an injunction or injunctions to prevent breaches of the Company's business. If any covenant in provisions of this Section 9 is held 8(e) and to be unreasonableenforce specifically this Section 8(e) and the terms and provisions hereof in any action instituted in any court in the United States or any state thereof having jurisdiction over the Parties and the matter, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable in addition to any covenant other remedy to which it may be entitled at law or in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofequity.

Covenant Not to Compete. Without the consent of the Company, the The Executive shall not, directly or indirectly, anywhere enter into or engage in the worldcombustion and gasification, at any time during helium and natural gas, renewable energy and/or tire recycling businesses, of the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with type in which the Company for is engaged as of the date hereof or at the time of any reasonactivity proscribed hereby, be associated or in any way connected anywhere, either as an ownerindividual for his own account, investor, or as a partner, director, officerjoint venturer, employee, agent, or consultant with salesperson for any business person or entity directly engaged in , or as an officer, director or stockholder of a corporation, or as a member or manager of a limited liability company, or otherwise, for a period of two (2) years after the manufacture and/or sale of products competitive with any material product or product lines of the Company; provideddate hereof, however, except that the Executive foregoing shall not be deemed restrict the Executive from acquiring up to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two five percent (25%) of such entity's the outstanding equity interest, capital stock of an entity whose securities are publicly traded. It is agreed that the geographic scope and the class duration of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: this covenant not to compete (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide required in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary order to protect the Company's businessniche in the combustion and gasification, helium and natural gas, renewable energy and tire recycling businesses, (b) is required to order to protect the Company's trade secrets, and (c) is reasonable. If It is agreed by the parties that this covenant may be enforced against the Executive by the Company or by any of its subsidiaries (a) in which the Company has a greater than 20% ownership, or (b) in which the Company is actively involved in the operations and is not merely a passive investor ("Subsidiaries"), by injunction, as well as by all other legal remedies available to the Company or Subsidiaries. It is agreed by the parties hereto that if any portion of this covenant in this Section 9 not to compete is held to be unreasonable, arbitrary or against public policy, it shall be considered divisible both as to time and geographic area so that a lesser period of time or geographical areas shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such in the event any court determines the specified time period or the specified geographical area ( or a lesser scope, time, period or geographic area, or all of them, as a court of competent jurisdiction may determine to be area that is determined by the court) is reasonable, not arbitrary, non-arbitrary and not against public policy, will the same may be effective, binding, and enforceable enforced against the Executive by injunction, as well as by all other legal remedies available to the Company or the Subsidiaries. A breach of the Company's obligations to pay the retirement benefits specified by Section 3 of this Agreement, or a failure by the Company to take all reasonable steps to permit the transfers of stock and the removal of the restrictive legend as provided by Section 12 of this Agreement, which is not cured within ten (10) days after the Company has received written notice of such breach, will cause the Executive. The period 's obligations under this Section 6 to be null and void, provided, however, that if the Executive is in breach of time applicable any of his obligations, agreements or duties under this Agreement prior to any covenant in this Section 9 will be extended such breach by the duration of any violation Company, for which breach by the Executive of such covenant. The Executive willthe Company or a Subsidiary has obtained injunctive relief, while whether as a temporary restraining order (other than an ex parte order without at least three (3) days prior written notice to the covenants Executive), preliminary injunction or permanent injunction, then the Executive's obligations under this Section 9 are 6 shall remain in effect, give notice to full force and effect notwithstanding such breach by the Company, within ten days after accepting any other employment, Company pending final adjudication of the identity of the Executive's employer. The Company may notify parties' respective rights in such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.litigation..

Covenant Not to Compete. Without the consent In furtherance of the Companysale of the Shares to Buyer hereunder, Seller covenants and agrees that, for a period ending on the Executive shall notsecond anniversary of the Closing Date, neither Seller nor any of its Affiliates will engage, directly or indirectly, anywhere in the worldworld in the business of designing, at any time during manufacturing, marketing or distributing ovens, fryers, charbroilers or grills for the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment commercial foodservice industry in direct competition with the Company for Business as it exists on the Closing Date (it being understood by the parties hereto that the Business is not limited to any reason, particular region of the world and that such business may be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in effectively from any location in the manufacture and/or sale of products competitive with any material product or product lines of the Companyworld); provided, however, that nothing set forth in this Section 8.5 shall prohibit Seller or its Affiliates from (i) engaging in the Executive shall businesses described in Schedule 8.5, (ii) owning not be deemed to have breached this undertaking if his sole relation with such entity consists in excess of his holding, directly 5% in the aggregate of any class of capital stock or indirectly, an other equity interest of any Person, (iii) owing an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such entity not greater business if less than two percent (2%) 25% of the assets or sales of such entity's outstanding equity interest, Person as reflected in its most recent financial statements relate to such business. Without limiting the right of Buyer to pursue all other legal and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services equitable rights available to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions it for violation of this Section 9 are reasonable 8.5 by Seller or its Affiliates, it is agreed that other remedies cannot fully compensate Buyer for such a violation and that Buyer shall be entitled to injunctive relief to prevent violation or continuing violation thereof. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 8.5, any term, restriction, covenant or promise in the Section 8.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to protect the Company's businessmake it enforceable by such court or agency. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.8.6

Covenant Not to Compete. Without Employee shall during the consent term or extended term of this Agreement, and for a period of three (3) years thereafter, exercise her best good faith efforts to pursue and protect the CompanyTrade Secrets from disclosure or access to, or use by, any competitor or potential competitor of Employer and its affiliates. Employee shall not during the Executive shall notterm or extended term of this Agreement, and for a period of three (3) years thereafter, (a) induce or encourage any other employee of Employer or its affiliates to become employed by or to provide any Trade Secrets to any competitor or potential competitor of Employer or its affiliates; (b) during the term or extended term of this Agreement, and or a period of three (3) years thereafter, own, directly or indirectly, anywhere manage, serve as an officer, director or partner of, or otherwise (whether actively or by passive investment) become associated with any person or entity engaged in a business in competition with Employer's Business in the worldMarket Area. In addition, at any time during until the Employment Period and for a period expiration of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding years following the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business consummation of the Company is worldwide in scope and its products are marketed throughout Exchange transactions the world; (c) the Company competes Employee shall not enter into any agreement with other businesses that are a party currently doing business with Employer, SuperShuttle or could be located in any part affiliate of the world; and (d) either of them for the provisions of services substantially similar to those provided currently. The foregoing covenants by Employee shall be construed as an agreement independent of any other provision in this Section 9 are reasonable Agreement, and necessary 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 protect the Company's businessenforcement by the Employer of said covenants. If any covenant of the covenants of Employee set forth in this Section 9 is held paragraph shall be deemed too broad to be unreasonable6 enforceable by judicial process, arbitrary, or against public policy, then such covenant will covenants shall be considered reduced to such levels as shall be divisible with respect to scope, time, so enforceable and geographic area, and such lesser scope, time, or geographic area, or all of them, shall be enforced as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofreduced.

Covenant Not to Compete. Without Each of Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx (individually, a “Controlling Shareholder” and, collectively, the consent “Controlling Shareholders”) acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the “Territory”) and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the Executive Closing Date (the “Non-competition Period”), such Controlling Shareholder shall not, without Buyer’s prior written consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, operation or control of, or be associated or in any way connected as an owner, investor, partner, a director, officer, employee, agentpartner, consultant or consultant with otherwise with, any profit or non-profit business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingorganization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest in such entity not greater than two percent (of 2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national % or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located less in any part of such firm or business that is a public corporation shall not be prohibited by this Article X. In the world; and (d) event the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant agreement in this Section 9 is held to Article X shall be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a determined by any court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The unenforceable by reason of its extending for too great a period of time applicable or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to any covenant in this Section 9 will extend only over the maximum period of time for which it may be extended by enforceable and/or over the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice maximum geographical area as to which it may be enforceable and/or to the Companymaximum extent in all other respects as to which it may be enforceable, within ten days after accepting any other employment, all as determined by such court in such action. From the date hereof until one year following the termination of the identity of Consulting Agreement for the Executive's employer. The Company may notify relevant Controlling Shareholder, such employer that the Executive is bound by this Agreement andControlling Shareholder shall not (a) solicit, at the Company's electionraid, furnish such employer with a copy of this Agreement entice, induce or relevant portions thereof.contact, or attempt to solicit, raid, entice, induce or contact, any

Covenant Not to Compete. Without Employee hereby covenants and agrees that, from the consent of date hereof until December 31, 2002 (the Company"Restrictive Period"), the Executive he shall not, directly or indirectly, anywhere own, operate, manage, join, control, participate in the worldownership, at management, operation or control of, or be paid or employed by, or acquire any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment securities of, or otherwise become associated with the Company for any reasonor provide assistance to, be associated or in any way connected as an owneremployee, investor, partnerconsultant, director, officer, employeeshareholder, partner, agent, associate, principal, representative or consultant with in any other capacity, any business entity or activity which is directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyindirectly a "Competitive Business" (as hereinafter defined); providedPROVIDED, howeverHOWEVER, that the Executive foregoing shall not be deemed prevent Employee from (i) performing services for a Competitive Business if such Competitive Business is also engaged in other lines of business and if Employee's services are restricted to have breached this undertaking if his sole relation with employment in such entity consists other lines of his holding, directly business; or indirectly, (ii) acquiring the securities of or an equity interest in any Competitive Business, provided such entity not greater ownership of securities or interests represents at the time of such acquisition, but including any previously held ownership interests, less than two percent Two Percent (2%) of any class or type of securities of, or interest in, such entity's outstanding equity interestCompetitive Business. The term "Competitive Business" shall mean and include any business or activity that is substantially the same as any business or activity then conducted by the Company, regardless of where such Competitive Business is located. If either the period of time or the geographic area specified in this Paragraph 9 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months and/or the geographic area shall be limited in scope so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee violates any of the class of equity restrictions contained in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereofthis Paragraph 9, the term "material product or product line Restrictive Period shall not run in Employee's favor from the time of the commencement of any such violation until such time as such violation shall be cured to the satisfaction of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without Each of Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx (individually, a “Controlling Shareholder” and, collectively, the consent “Controlling Shareholders”) acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the “Territory”) and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the Executive Closing Date (the “Non-competition Period”), such Controlling Shareholder shall not, without Buyer’s prior written consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, operation or control of, or be associated or in any way connected as an owner, investor, partner, a director, officer, employee, agentpartner, consultant or consultant with otherwise with, any profit or non-profit business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingorganization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest in such entity not greater than two percent (of 2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national % or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located less in any part of such firm or business that is a public corporation shall not be prohibited by this Article X. In the world; and (d) event the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant agreement in this Section 9 is held to Article X shall be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a determined by any court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The unenforceable by reason of its extending for too great a period of time applicable or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. From the date hereof until one year following the termination of the Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any covenant Person, firm or corporation that is a customer of any Subject Company at the time of the Closing or has been a customer of any Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is a customer of a Subject Company during such term) for products or services the same as, or competitive with, the Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that is an employee, agent or consultant of or to such Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is an employee, agent or consultant of a Subject Company during such term) to do anything such Controlling Shareholder is restricted from doing by reason of this Article X, and no Controlling Shareholder shall approach any such employee, agent or consultant for such purpose or authorize or participate with the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action; provided that, notwithstanding anything in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice clause (b) to the Companycontrary, within ten days after accepting any other employmentthis clause (b) shall not relate to the following persons: Xxxxxx Xxxxxxxx, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement andFacilities Project Manager, at the Company's electionXxxx Xxxxxx, furnish such employer with a copy of this Agreement or relevant portions thereofAccountant, Xxxxxxxx Xxxxxx, Financial Analyst, and Xxxxxx Xxxxxxx, Facilities Engineer.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Sxxxx-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company Sxxxx-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the CompanySxxxx-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his or her sole relation with such entity consists of his or her holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" Sxxxx-Danfoss Group” shall mean any product or product line of the CompanySxxxx-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Sxxxx-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Sxxxx-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company Sxxxx-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 15 are reasonable and necessary to protect the Company's Sxxxx-Danfoss Group’s business. If any covenant in this Section 9 15 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 15 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 15 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 15 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 15 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the Sxxxx-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 15 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without The Executive acknowledges that in the consent course of the CompanyExecutive's employment with the Corporation, the Executive has become and shall notcontinue to become familiar with the Corporation's near-permanent relationships with its customers, directly or indirectlytrade secrets and other confidential information concerning the Corporation, anywhere including, but not limited to, information, data, and plans, both technical and business in nature, such as customer lists and records, sales records and marketing plans, research and technical reports and records, formulas, processes, inventions, patent applications, designs and drawings, instructions and training manuals, business and financial information, salary information, contracts and other legal documents, and correspondence to which the worldCorporation has been a party, at and that the Executive's services have been and shall be of special, unique and extraordinary value to the Corporation. Therefore, while employment continues under this Agreement (including any time during period in which the Employment Period Executive is deemed a "continuing employee" pursuant to Paragraph 5 above) and for a period of eighteen (18) months following thereafter (the termination of Executive's employment with "Non-Compete Period"), the Company for any reasonExecutive shall not engage or participate, be associated directly or in any way connected indirectly, as an ownera partner, investor, partnerofficer, director, officer, employee, agentadvisor, or consultant otherwise, in any corporation, business, or activity which competes or is then competitive with the Corporation or any business entity directly engaged of its affiliated companies in the manufacture and/or or sale of any line of products competitive with in any material product or product lines state of the Company; United States, any province of Canada and any state of Mexico where the Corporation then does business, provided, however, that the Executive foregoing restriction shall not be deemed construed to have breached this undertaking if his sole relation with such entity consists of his holding, directly prevent the Executive from owning or indirectly, an equity interest in such entity not greater acquiring less than two five percent (25%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and publicly traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are voting stock of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the worldcompeting corporation; and (d) provided, further, that if any court of competent jurisdiction should hereafter determine in the course of litigation that the provisions of this Section 9 Paragraph 7 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible unreasonable with respect to scope, length of time, and geographic areaareas or activities restrained, then this Paragraph 7 shall be construed to operate only for such period of time, in such geographic areas, and in respect of such lesser scope, time, or geographic area, or all of them, activities as a said court of competent jurisdiction may shall determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant maximum reasonable restraint in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofcircumstances.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyCompany or any of its subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products are marketed throughout the world; (c) the Company competes and its subsidiaries compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 13 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) For six (6) years after the consent date of the Companytermination of employment hereunder , the Executive shall not, directly or indirectly, anywhere individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly competitive with a material portion of the business, taken as a whole, of the Company and of any division or operation of the Company and of the Company’s subsidiaries (collectively, the “Company Group”) in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the worldbusiness of for-profit post-secondary education for working adults and non-traditional adult students, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time during within 12 months prior to the Employment Period and for a period of eighteen (18) months following the Executive’s termination of Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant Group to accept employment with any business other person or entity. It is agreed that (i) any education entity directly which is primarily engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not for profit post-secondary education sector will not be deemed to have breached this undertaking if his sole relation with be a direct competitor of the Company Group hereunder unless: (y) such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, meets the direct and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association competition standard with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Group in any particular region as set forth in subsection 14(a)(A) above, and (z) a material portion of such entity’s tuition and fee revenue is worldwide in scope derived from working adult and its products are marketed throughout non-traditional adult students who have demographic characteristics consistent with the world; demographic profile of the Company’s primary student body (cany such entity meeting (y) and (z) above being referred to herein as a “Non-Profit Competitor”), (ii) the Company competes with other businesses Executive’s ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that are or could is permissible under Section 3 hereof shall not be located in any part of the world; and (d) the provisions deemed a breach of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time14, and geographic area, and such lesser scope, time, or geographic area, or all (iii) nothing herein shall be construed to prohibit general solicitation of them, as a court employment by means of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofadvertising.

Covenant Not to Compete. Without (a) For six (6) years after the consent date of the Companytermination of employment hereunder, the Executive shall not, directly or indirectly, anywhere individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly competitive with a material portion of the business, taken as a whole, of the Company and of any division or operation of the Company and of the Company’s subsidiaries (collectively, the “Company Group”) in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the worldbusiness of for-profit post-secondary education for working adults and non-traditional adult students, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time during the Employment Period and for a period of eighteen within twelve (1812) months following prior to the Executive’s termination of Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant Group to accept employment with any business other person or entity. It is agreed that (i) any education entity directly which is primarily engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not for profit post-secondary education sector will not be deemed to have breached this undertaking if his sole relation with be a direct competitor of the Company Group hereunder unless: (y) such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, meets the direct and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association competition standard with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Group in any particular region as set forth in subsection 13(a)(A) above, and (z) a material portion of such entity’s tuition and fee revenue is worldwide in scope derived from working adult and its products are marketed throughout non-traditional adult students who have demographic characteristics consistent with the world; demographic profile of the Company’s primary student body (cany such entity meeting (y) and (z) above being referred to herein as a “Non-Profit Competitor”), (ii) the Company competes with other businesses Executive’s ownership of less than one percent (1%) of any class of stock in a publicly-traded corporation or his membership on any board of directors that are or could is permissible under Section 3 hereof shall not be located in any part of the world; and (d) the provisions deemed a breach of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time13, and geographic area, and such lesser scope, time, or geographic area, or all (iii) nothing herein shall be construed to prohibit general solicitation of them, as a court employment by means of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofadvertising.

Covenant Not to Compete. Without (a) For six (6) years after the consent date of the Companytermination of employment hereunder, the Executive shall not, directly or indirectly, anywhere individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly competitive with a material portion of the business, taken as a whole, of the Company and of any division or operation of the Company and of the Company’s subsidiaries (collectively, the “Company Group”) in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the worldbusiness of for-profit post-secondary education for working adults and non-traditional adult students, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time during within 12 months prior to the Employment Period and for a period of eighteen (18) months following the Executive’s termination of Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant Group to accept employment with any business other person or entity. It is agreed that (i) any education entity directly which is primarily engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not for profit post-secondary education sector will not be deemed to have breached this undertaking if his sole relation with be a direct competitor of the Company Group hereunder unless: (y) such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, meets the direct and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association competition standard with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Group in any particular region as set forth in subsection 13(a)(A) above, and (z) a material portion of such entity’s tuition and fee revenue is worldwide in scope derived from working adult and its products are marketed throughout non-traditional adult students who have demographic characteristics consistent with the world; demographic profile of the Company’s primary student body (cany such entity meeting (y) and (z) above being referred to herein as a “Non-Profit Competitor”), (ii) the Company competes with other businesses Executive’s ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that are or could is permissible under Section 3 hereof shall not be located in any part of the world; and (d) the provisions deemed a breach of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time13, and geographic area, and such lesser scope, time, or geographic area, or all (iii) nothing herein shall be construed to prohibit general solicitation of them, as a court employment by means of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofadvertising.

Covenant Not to Compete. Without the consent of the Company, the Executive Employee shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Employee’s employment with the Company and for a period of eighteen (18) months following the termination of Executive's Employee’s employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive Employee shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Employee holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association termination of Employee’s employment with such a competitor the Company were at least $10 million. The Executive Employee acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 5 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 5 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveEmployee. The period of time applicable to any covenant in this Section 9 5 will be extended by the duration of any violation by the Executive Employee of such covenant. The Executive Employee will, while the covenants under this Section 9 5 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Employee’s employer. The Company may notify such employer that the Executive Employee is bound by this Agreement and, at the Company's ’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) For a period of five (5) years from the consent Closing Date, the Seller will not: (1) engage directly or indirectly in the manufacture of vitreous china bathroom fixtures, gelcoat and acrylic bathtubs, shower stalls and whirlpools, brass and die cast faucets and shower doors (a "Competing Business"); (2) induce any present officers or employees of the Company to leave the employ of the Company; (3) for the purpose of engaging in a Competing Business, call upon or attempt to do business with any customer or supplier of the Executive shall notCompany; or (4) induce, directly attempt to induce, request, advise or indirectlyin any manner attempt to influence any present, anywhere in future, or potential customer, supplier, licensee, licensor, franchisee or other business relations of the worldBuyer or the Company, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment to cease doing business with the Company for Buyer or the Company, to deal with any reasoncompetitor of the Buyer or the Company, be associated or in any way connected as an ownerinterfere with the relationship between the Buyer or the Company and its customers, investorsuppliers, partnerlicensees, directorlicensors, officerfranchisees or other business relations. Notwithstanding the foregoing, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale (A) ownership of products competitive with any material product or product lines less than 10% of the Company; provided, however, that the Executive outstanding stock of any publicly-traded corporation shall not be deemed to have breached a violation of this undertaking if his sole relation covenant and (B) nothing herein shall prevent Seller from acquiring a Competing Business in connection with an acquisition where such entity consists Competing Business accounts for less than 25% of his holding, directly the total revenues of the target of the acquisition or indirectly, an equity interest in where such entity not greater than two percent Competing Business is divested within twelve (2%12) months of the consummation of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's businessacquisition. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonabledetermines that the noncompetition or nonsolicitation covenants contained in this Section are unreasonable, not arbitrary, and not against public policypolicy or otherwise invalid or unenforceable, then the duration and geographic area of restriction will be effectivereduced to the maximum duration and area of restriction that such court would deem legal, bindingvalid, and enforceable against and that comes closest to expressing the Executive. The period intention of time applicable to any covenant in the invalid or unenforceable covenant, and this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofenforceable as so modified.

Covenant Not to Compete. Without For a period of three years after the consent of Closing Date, neither Seller nor the Company, the Executive shall notShareholder shall, directly or indirectly, through an Affiliate or otherwise, own, manage, operate or control any business, firm, sole proprietorship, corporation, partnership, limited liability company, joint venture or other entity, enterprise or association that is engaged, anywhere in the world, at in the development, marketing and/or selling of (i) any time during product using, incorporating or replicating the Employment Period and for a period existing source code of eighteen the Product or (18ii) months following the termination of Executive's employment any internet-based product containing functionality that, in aggregate, could reasonably be interpreted as being directly competitive with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines aggregate functionality of the CompanyProduct as delivered to Buyer; provided, however, that the Executive foregoing shall not be deemed to have breached this undertaking if his sole relation with prohibit Seller or the Shareholder from owning stock as a passive investor (and not as a director, employee, consultant, agent or independent contractor) in any publicly owned corporation so long as Seller’s or Shareholder’s ownership in such entity consists of his holdingcorporation, directly or indirectly, an equity interest and when aggregated with the direct or indirect ownership of any Affiliate of Seller or the Shareholder, as applicable, is less than 5% of the voting stock of such corporation. If any provision of this Section 5.3 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be applicable in such entity modified form. Since a violation of this Section 5.3 will result in irreparable harm to the Business and Buyer, for which money damages alone would not greater than two percent (2%) adequately compensate, if Seller or the Shareholder or an Affiliate of such entity's outstanding equity interest, and Seller or the class Shareholder violates any of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary 5.3, Buyer shall be entitled to protect an injunction restraining the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, commission or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration continuation of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect5.3 by such Person, give notice to the Company, within ten days after accepting or any other employmentappropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy that Buyer may have. Should Buyer file suit to enforce this Section 5.3, the three-year time period referred to in Sections 5.3(a) shall be tolled during the pendency of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofsuit.

Covenant Not to Compete. Without (a) In consideration for the Company entering into this Agreement and except as provided below, Employee covenants and agrees that during the Term and for a one (1) year period thereafter, Employee will not, without the express prior written consent of the Company, the Executive shall not, directly or indirectly, compete with the business of the Company anywhere within the United States of America. Employee will undertake no activities that may lead Employee to compete with or to acquire rival, conflicting or antagonistic interests to those of the Company with respect to the business of the Company, whether alone, as a partner, or as an officer, director, employee, independent contractor, consultant or shareholder holding 5% or more of the outstanding voting stock of any other corporation, or as a trustee, fiduciary or other representative of any other person or entity. Anything herein to the contrary notwithstanding and except as provided in Sections 12 (e), (f) and (g) below, the worldCompany acknowledges and agrees that the Employee has executed an Independent Contractor Agreement" ("IC Agreement") as an "Independent Contractor" with the Company effective as of December 19, at any time during 2002 and nothing herein contained shall operate to restrict the Employment Period and for a period Employee from conducting the business of eighteen the Independent Contractor (18either as an independent contractor of the Company, as an independent contractor of another company, or as an independent broker-dealer) months during, or following the termination of Executive's employment with this Agreement, or the Company IC Agreement, for any reasonreason whatsoever, be associated in the tri-state New York City metropolitan area and Florida or in any way connected as an owner, investor, partner, director, officer, employee, agentother state in which the Independent Contractor is doing business, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product future does business, under the IC Agreement as such agreement may be amended or product lines supplemented or replaced from time to time. Except as provided in Sections 12 (e), (f) and (g) below, to the extent that the operation of the Company; providedIndependent Contractor whether or not the IC Agreement has been terminated, however, that the Executive shall not should at any time be deemed to have breached this undertaking if his sole relation be in competition or conflict with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line operations of the Company, the aggregate gross sales of which during Company hereby waives any calendar year during the five (5) year period preceding the Executive's undertaking such association with conflicts and any such competitive activity shall not be deemed a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions violation of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofAgreement.

Covenant Not to Compete. Without The Executive expressly acknowledges that (i) the consent Executive's performance of his services for the Company hereunder will afford him or her access to and cause him or her to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (ii) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the Company, its Subsidiaries and their Affiliates, and the restraints on the Executive imposed by the provisions of this Section 4.5 are justified by these legitimate business interests of the Company; and (iii) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of the Company's employment of the Executive in the office to which the Executive has been promoted, the salary increase and other financial benefits of this Agreement and the grant of the Option. Accordingly, the Executive hereby agrees that during the Non-Competition Period he shall not, anywhere in the Applicable Territory, directly or indirectly, anywhere own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is (x) competitive with the industrial or commercial enzymes business actively being engaged in by the Company, its Subsidiaries and their Affiliates in the world, at any time during Applicable Territory on the Employment Period and for a period date of eighteen (18) months following the termination of Executive's employment the Employment Period, (y) competitive with the Company for any reason, be associated business of providing high-throughput screening services to others or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products (z) competitive with any material product or product lines the business of providing of gene expression services to others (collectively, "Competitive Activities"). The preceding to the Company; providedcontrary notwithstanding, however, that the Executive shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not be deemed amount to have breached this undertaking if his sole relation with such entity consists more than 1% of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) the outstanding securities of any class of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofcorporation.

Covenant Not to Compete. Without During the consent Employment Term and for a period of one (1) year following expiration of the CompanyEmployment Term, within fifty (50) miles of any location at which the Company or its affiliates are engaged in business, the Executive shall not, directly or indirectly, anywhere whether as an executive, employer, consultant, agent, principal, partner, member, material (5% or greater) stockholder, corporate officer or director, or in other individual or representative capacity, whether or not for compensation, engage in or participate in or render services to any business or activity which is competitive in any manner whatsoever with the Company or any of its affiliates engaged in the worldbusiness of outpatient medical, at diagnostic and surgical facilities. This Section 10 shall not apply in the event Executive ceases to be employed by the Company following a Change of Control under Section 7(e). Further, this Section 10 shall not apply in the event of termination of employment as described in Section 7(b); provided that, Executive shall first waive in writing all rights to receive Severance Pay and any time during other benefits defined in Section 7(b) other than Executive's Base Salary, accrued vacation and reimbursable expenses payable through the Employment Period and for a period date of eighteen (18) months following the termination of Executive's employment employment. If any restriction set forth with regard to competition is found by any court of competent jurisdiction, or an arbitrator, to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the Company maximum period of time, range of activities or geographic area as to which it may be enforceable. If any provision of this Section 10 shall be declared to be invalid or unenforceable, in whole or in part, as a result of the foregoing, as a result of public policy or for any other reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive such invalidity shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and affect the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the remaining provisions of this Section 9 are reasonable 10 which shall remain in full force and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture production and/or sale of products competitive with any material product product, offering or product lines business of the CompanyCompany or any of its Subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply. For purposes hereofA Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the term "material product or product line disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionParticipant’s investment. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products business opportunities are marketed located throughout the world; (c) the Company competes and its Subsidiaries and affiliates compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive will, For so long as while the covenants under this Section 9 13 are in effect, the Participant will give notice to the CompanyCompany of the identity of the Participant’s new employer, within ten two business days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof. The Company specifically acknowledges that Participant is providing the services of a chief financial officer on a contract basis and that Participant is engaged in the business of providing finance, tax, and accounting services to other companies in the oil and gas industry, which companies may be involved in exploration and production activities in regions near or proximate to the Company. Participant has previously disclosed to the Company the nature and extent of his and his firm’s activities and the Company’s independent and disinterested directors have determined that Participant’s activities are not covered by this Section 13.

Covenant Not to Compete. Without During the consent of Executive’s employment with the CompanyCompany and during the Restricted Period (as defined below), the Executive shall not, directly or indirectly, anywhere enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in any operations in North America involving the worldtransmission of radio entertainment programming, at the production of radio entertainment programming, the syndication of radio entertainment programming, the promotion of radio entertainment programming or the marketing of radio entertainment programming, in each case, in competition with the Company (each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) percent of the shares or equity interest of any time corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Employment Period and for a period Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of eighteen (18) months following the customers of the Company as to any product or service described above that competes with any product or service provided or marketed by the Company on the date of the Executive’s termination of Executive's employment with the Company for during the Term (as such Term may be extended in accordance with Section 6(f)(v) of this Agreement) (the “Milestone Date”). The Executive agrees that during the Restricted Period he will not solicit or assist others to solicit the employment of or hire any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in employee of the manufacture and/or sale of products competitive with any material product or product lines Company without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean the period of one year following the Milestone Date. For purposes of this Agreement, the term “radio” shall mean terrestrial radio, satellite radio, HD radio, internet radio and other audio delivered terrestrially, by satellite, HD or the internet (which audio is not coupled with moving visual elements, such as television, movies, or other moving visual images delivered via the internet or otherwise). Notwithstanding anything to the contrary in this Section 8, it shall not be a violation of this Section 8 for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged in a Competitive Activity; provided, however, provided that the Executive shall not be deemed to have breached this undertaking if his sole relation with performs services solely for such entity consists of his holding, directly non-competitive division or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofline.