Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. (a) The Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection with or following a Change in Control, for a period of one year after the Date of Termination, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Control.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (a1) The Executive recognizes that in each order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of the highly competitive businesses such Confidential Information in which the Company is engaged, personal contact is of primary importance in securing new competition with Employer and/or its Affiliates or customers and in retaining the accounts and goodwill of present customers and protecting would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the Companyobligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. The ExecutiveEmployee agrees that, therefore, agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection with or following a Change in ControlEmployer, and for a period of one (1) year after the Date of Terminationthereafter, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) Employee shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Areanot, directly or indirectly, either as principalan employee, agentemployer, independent contractor, consultant, agent, principal, partner, stockholder, officer, employeedirector, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoevercapacity, either for the Executive’s his own benefit or for the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity either which was contacted or whose business was solicited, serviced or maintained by Employer (Aor its Affiliates) directly hire, contract during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or attempt in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described restriction provided in (i), (ii) and (iii) are collectively referred to as above shall apply following the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions termination of this Agreement only if Employee receives the payments and benefits provided for in Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability 5 or (ii) Executive’s termination of employment in connection with or following a Change in Control6 above.

Non-Compete and Non-Solicitation. (a) The Executive recognizes acknowledges and agrees that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting (i) the business of the Company. The ExecutiveCompany and its Subsidiaries is conducted in North America (collectively, thereforethe “Territory”), agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or following a Change in Control, for a period any of one year after the Date of Termination, he will not either within 20 miles its Subsidiaries of any geographic location of such goodwill or in any Shale play manner utilizes such reputation and goodwill in competition with respect the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to which he has devoted substantial attention protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the second anniversary of such Separation (the “Non-compete Period”), Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that reasonably purports to compete with the material business interests lines of businesses of the Company or any of its affiliated companies Subsidiaries, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive’s employment with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the Date outstanding stock of Terminationany class of a corporation which is publicly traded, without regard, in either case, to whether the so long as Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged no participation in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Controlcorporation.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (a1) The Executive recognizes that in each order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of the highly competitive businesses such Confidential Information in which the Company is engaged, personal contact is of primary importance in securing new competition with Employer and/or its Affiliates or customers and in retaining the accounts and goodwill of present customers and protecting would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the Companyobligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. The ExecutiveEmployee agrees that, therefore, agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection with or following a Change in ControlEmployer, and for a period of one (1) year after the Date of Terminationthereafter, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) Employee shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Areanot, directly or indirectly, either as principalan employee, agentemployer, independent contractor, consultant, agent, principal, partner, stockholder, officer, employeedirector, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoevercapacity, either for the Executive’s his own benefit or for the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity either which was contacted or whose business was solicited, serviced or maintained by Employer (Aor its Affiliates) directly hire, contract during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or attempt in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described restriction provided in (i), (ii) and (iii) are collectively referred to as above shall apply following the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions termination of this Agreement only if Employee receives the payments and benefits provided for in Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability 5 or (ii) Executive’s termination of employment in connection with or following a Change in Control6 above.

Non-Compete and Non-Solicitation. (a) The Executive Employee recognizes that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The ExecutiveEmployee, therefore, agrees that during the Employment Period and, if unless the Date of Termination occurs [(i) )] by reason of the Executive Employee terminating his employment for reasons other than Disability or Good Reason [or (ii) in connection with or or] [in the two years] following a Change in Control, for a period of one year after the Date of Termination, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive Employee has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive Employee with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Control.Employee

Non-Compete and Non-Solicitation. (a) The Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection with or following a Change in Control, for a period of one year after the Date of Termination, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Control. Notwithstanding the foregoing, the Executive may provide professional legal services either as in-house or outside counsel to an entity that competes with the Company, provided that (i) such services do not violate the Executive’s ethical and legal duties to maintain confidential communications and client confidences of the Company and (ii) the Executive does not provide legal services to any person or entity on a matter that is substantially related to his provision of legal services to the Company.

Non-Compete and Non-Solicitation. (a) The Executive recognizes acknowledges and agrees that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting (i) the business of the Company. The ExecutiveCompany and its Subsidiaries is conducted in North America (collectively, thereforethe “Territory”), agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or following a Change in Control, for a period any of one year after the Date of Termination, he will not either within 20 miles its Subsidiaries of any geographic location of such goodwill or in any Shale play manner utilizes such reputation and goodwill in competition with respect the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to which he has devoted substantial attention protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and, solely to the extent that Executive is receiving the severance payments under Section 4(b)(i) of this Agreement, continuing for the period beginning on the date of Executive’s Separation and ending upon the last day in which Executive receives the severance payments under Section 4(b)(i)(x)(1) (the “Non-Compete Period”), Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that reasonably purports to compete with the material business interests lines of businesses of the Company or any of its affiliated companies Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the Date outstanding stock of Terminationany class of a corporation which is publicly traded, without regard, in either case, to whether the so long as Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged no participation in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Controlcorporation.