Common use of Non-Competition; Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and Executive agrees that, during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity.

Non-Competition; Non-Solicitation; Non-Disparagement. During the period of Employee’s employment with Company pursuant to this Agreement and for a period of two (a2) Executive understands years thereafter, Employee will not knowingly and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information intentionally (as defined in Section 5i) and Executive agrees that, during the Term, he shall not in any mannerengage, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, alone or as a partner, joint venturerofficer, owner, executivedirector, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss consultant of any of its clients or other business flow or the improper use of its Confidential organization in any business activities that are substantially and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are directly competitive with the business activities then conducted by Company anywhere in the world; it being mutually understood and agreed that customers or suppliers of Company who are not also primarily engaged in providing electronics design, engineering or manufacturing or precision manufacturing services and who purchase goods or services from, or supply goods or services to, Company shall not be deemed to be engaging in business activities that are substantially and directly competitive with the business activities conducted by Company (the “Designated Industry”); (ii) divert to any competitor of Company in the Designated Industry any customer of Company; (iii) solicit or encourage any officer, employee, or consultant of Company to leave its employ for employment by or with any competitor of Company in the Designated Industry or, on behalf of herself or any other Person, hire, employ or engage any such person; or (iv) engage at any time in any form of conduct or make any statements, or direct any other person or entity to engage in any conduct or make any statements, that disparage, criticize or otherwise impair the reputation of Company, its subsidiaries, their products and services, or their past and present officers, directors, employees and consultants. The parties hereto acknowledge that (A) Employee’s non-competition obligations hereunder will not preclude Employee from (x) owning less than 5% of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) common stock of any class or series of outstanding securities of such publicly traded corporation or other entityPerson conducting business activities in the Designated Industry or (y) serving as a director of a corporation or other Person engaged in the manufacturing or electronics industry whose business operations are not substantially and directly competitive with those of Company; and (B) the restrictions set forth in clause (iv) of the preceding sentence shall not apply to any statements by Employee that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process. Company agrees to direct the members of its Board and executive management team to not engage in any conduct or to make any statements, or direct any other person to engage in any conduct or to make any statements, that disparage, criticize or otherwise impairs the reputation of Employee.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands Each Member hereby acknowledges that such Person is familiar with and recognizes that his services has had access to the Company are special Entities’ trade secrets and unique other Confidential Information and has contributed to the development of goodwill being acquired by Buyer in connection with the transactions contemplated hereby. Each Member acknowledges and agrees that the Company Entities and Buyer would be irreparably damaged if such Member were to provide services to or otherwise participate in the business of any Person competing with the Company Entities in a similar business and that any such competition by such Member would result in a significant loss of the course Company’s goodwill being acquired by Buyer in connection with the transactions contemplated hereby. Each Member further acknowledges and agrees that the covenants and agreements set forth in this Section 5.17 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that neither Buyer nor any of performing its Affiliates would obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if such services Executive will have access Member breached the provisions of this Section 5.17. Therefore, each Member agrees, in further consideration of the amounts to be paid for the Membership Units and knowledge the goodwill of Confidential and Proprietary Information the Company Entities, that from the Closing Date until the five (as defined in Section 5) and Executive agrees that5)-year anniversary of the Closing Date (the “Restricted Period”), during the Term, he such Member shall not in any manner(and such Member shall cause his, her or its Affiliates not to), directly or indirectlyindirectly through one or more of his, on behalf of himself her or any Personits Affiliates, enter into another Person or otherwise, engage in, participate in any business which is directly or indirectly competitive with the Company’s business, either otherwise assist (whether as an individual for his own accountowner, or as a officer, partner, principal, joint venturer, ownerstockholder, executivedirector, member, manager, investor, lender, employee, agent, independent contractor, principal, agent, consultant, salesperson, officer, director consultant or shareholder of a Person otherwise) any Competing Business anywhere in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwideRestricted Territory; provided, however, provided that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive prohibit such Member or any of his, her or its Affiliates from being employed by, working for or assisting that line or segment a passive owner of not more than one percent (1%) of the outstanding stock of any class of a Person’s business that corporation which is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature publicly traded so long as none of the Company’s business, the loss of such Persons has any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest active participation in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with the business of such corporation; and nothing herein shall prohibit Xxxx Xxxxxx, Xxxx Xxxxxx DDS, MS, Inc., Xxxxxx Family Trust, from owning and operating the Company so long business of Orchestrate Orthodontic Technologies, Inc. as such securities do not, currently conducted on the date hereof (including in scope and geography) in the aggregateordinary course of its business, constitute more than three percent or any of Xxxx Xxxxxx, Xxxx Xxxxxx DDS, MS, Inc., Xxxxxx Family Trust or Orchestrate Orthodontic Technologies, Inc. from the operation of a business that sells 3D printers, or provides orthodontic treatment planning software or services, or software development services in each case, as currently conducted on the date hereof (3%including in scope and geography) by such party in the ordinary course of any class or series business. Each Member acknowledges that the Business has been conducted throughout the Restricted Territory and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of outstanding securities of the Business being sold by such corporation or other entityMember pursuant to this Agreement.

Non-Competition; Non-Solicitation; Non-Disparagement. If the Awardee (whether during or after termination of employment with the Corporation and its Subsidiaries) (i) engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation or any of its Subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Corporation or any of its Subsidiaries to cease doing business with the Corporation or any of its Subsidiaries or in any way interferes with the relationship between any such customer, supplier, licensee or other person and the Corporation or any of its Subsidiaries, (iii) solicits any employee of the Corporation or any of its Subsidiaries to leave the employment thereof or in any way interferes with the relationship of such employee with the Corporation or any of its Subsidiaries, or (iv) makes any statements or comments, orally or in writing, of a defamatory or disparaging nature regarding the Corporation or any of its Subsidiaries (including but not limited to regarding any of their respective businesses, officers, directors, personnel, products or policies), the Committee may (a) Executive understands and recognizes that his services cause all or a portion of the shares subject to the Company are special RSUs remaining subject to the Vesting Restrictions imposed by this Agreement to be immediately forfeited to the Corporation and unique the Awardee shall have no further rights with respect to such shares and/or (b) require the Awardee to promptly return and that in transfer, and thereby forfeit, ownership to the course Corporation of performing such services Executive will have access to and knowledge all or a portion (at the discretion of Confidential and Proprietary Information (as defined in Section 5the Committee) and Executive agrees that, during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with number of shares of the Company Class A Common Stock equal to the number of shares of the Class A Common Stock which were issued or transferred by the Corporation to the Awardee within the geographic area three (3) years immediately preceding any such activity by the Awardee (or, at the discretion of the Company’s businessCommittee, which is deemed to pay to the Corporation in cash an amount equal to the Fair Market Value of such number of shares of the Class A Common Stock as of the date of the determination by the parties hereto to be worldwide; Committee under this Section 4), provided, however, that this Section 4 shall not apply if a Person’s business Section 11 Event occurs prior to any such activity by the Awardee. Whether the Awardee has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of engaged in any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with referred to in the business of the Company so long as such securities do notimmediately preceding sentence shall be determined, in its discretion, by the aggregateCommittee, constitute more than three percent (3%) of and any class or series of outstanding securities of such corporation or other entitydetermination by the Committee shall be final and binding.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands and recognizes that his services to During the period of Employee’s employment with the Company are special pursuant to this Agreement and unique for a period of two (2) years thereafter, the Employee will not knowingly and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information intentionally (as defined in Section 5i) and Executive agrees that, during the Term, he shall not in any mannerengage, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, alone or as a partner, joint venturerofficer, owner, executivedirector, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss consultant of any of its clients or other business flow or the improper use of its Confidential organization, in any business activities that are substantially and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are directly competitive with the business activities then conducted by the Company anywhere in the world (the “Designated Industry”); (ii) divert to any competitor of the Company so long as such securities do not, in the aggregateDesignated Industry any customer of the Company; (iii) solicit or encourage any officer, constitute more employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry or, on behalf of herself or any other Person, hire, employ or engage any such person; or (iv) engage at any time in any form of conduct or make any statements, or direct any other person or entity to engage in any conduct or make any statements, that disparage, criticize or otherwise impair the reputation of the Company, its subsidiaries, their products and services, or their past and present officers, directors, employees and consultants. The parties hereto acknowledge that (A) the Employee’s non-competition obligations hereunder will not preclude the Employee from (x) owning less than three percent (3%) 5% of the common stock of any class or series of outstanding securities of such publicly traded corporation or other entityPerson conducting business activities in the Designated Industry or (y) serving as a director of a corporation or other Person engaged in the manufacturing or electronics industry whose business operations are not substantially and directly competitive with those of the Company; and (B) the restrictions set forth in clause (iv) of the preceding sentence shall not apply to any statements by the Employee that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process. Upon the termination of Employee’s employment with the Company for any reason, the Company agrees to direct the then-current members of its Board of Directors and executive management team to not engage in any conduct or to make any statements, or direct any other person to engage in any conduct or to make any statements, that disparage, criticize or otherwise impairs the reputation of Employee.

Non-Competition; Non-Solicitation; Non-Disparagement. If the Awardee (i) engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise and whether during or after termination of employment) which is in competition with the Corporation or any of its Subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Corporation or any of its Subsidiaries to cease doing business with the Corporation or any of its Subsidiaries or in any way interferes with the relationship between any such customer, supplier, licensee or other person and the Corporation or any of its Subsidiaries, (iii) solicits any employee of the Corporation or any of its Subsidiaries to leave the employment thereof or in any way interferes with the relationship of such employee with the Corporation or any of its Subsidiaries, or (iv) makes any statements or comments, orally or in writing, of a defamatory or disparaging nature regarding the Corporation or any of its Subsidiaries (including but not limited to regarding any of their respective businesses, officers, directors, personnel, products or policies), the Committee may (a) Executive understands and recognizes that his services cause all shares of the Restricted Stock remaining subject to the Company are special employment and unique stock performance restrictions imposed by this Agreement to be immediately forfeited to the Corporation and that the Awardee shall have no further rights with respect to such shares and/or (b) require the Awardee to promptly return and transfer, and thereby forfeit, ownership to the Corporation of all or a portion (at the discretion of the Committee) of the number of shares of the Restricted Stock which were issued or transferred by the Corporation to the Awardee within the three (3) years immediately preceding any such activity by the Awardee (or, at the discretion of the Committee, to pay to the Corporation in cash an amount equal to the course fair market value of performing such services Executive will have access to and knowledge number of Confidential and Proprietary Information (shares of the Class A Common Stock as defined in of the date of the determination by the Committee under this Section 5) and Executive agrees that), during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that this Section 5 shall not apply if a Person’s business Section 9 Event occurs prior to any such activity by the Awardee. Whether the Awardee has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of engaged in any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with referred to in the business of the Company so long as such securities do notimmediately preceding sentence shall be determined, in its discretion, by the aggregateCommittee, constitute more than three percent (3%) of and any class or series of outstanding securities of such corporation or other entitydetermination by the Committee shall be final and binding.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands Each Seller Group Member hereby acknowledges that it is familiar with the Transferred Companies’ trade secrets and recognizes with other Confidential Information. Each Seller Group Member acknowledges and agrees that his services Buyer and the Transferred Companies would be irreparably damaged if it were to breach the Company are special and unique provisions of this Section 9.2 and that any such breach could result in a significant loss of goodwill by Buyer and the course of performing such services Executive will have access Transferred Companies. Each Seller Group Member further acknowledges and agrees that the covenants and agreements set forth in this Section 9.2 were a material inducement to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and Executive agrees that, during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, Buyer to enter into or engage in any business which is directly or indirectly competitive with this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area benefit of the Company’s business, which is deemed bargain set forth in this Agreement as specifically negotiated by the parties hereto if such Seller Group Member breached the provisions of this Section 9.2. Therefore, each Seller Group Member agrees, in further consideration of the amounts to be worldwidepaid hereunder for the Transferred Membership Interests and the goodwill of the Transferred Companies sold (or caused to be sold) by Seller, that during the period commencing on the Closing and ending on the earlier to occur of (i) three years after the end of the term of the Put/Call Period, or (ii) the date the Company is no longer a Subsidiary of Parent (the “Restricted Period”), such Seller Group Member shall not (and shall cause its Affiliates and Subsidiaries not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage anywhere in the Restricted Territories (as defined below) in any Competing Business; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for prohibit (i) such Seller Group Member or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use Affiliates from being a passive owner of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest not more than 5% of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities outstanding stock of any class of a corporation or other entity, some or all which is publicly traded so long as none of the activities of which are competitive with such Persons has any active participation in the business of such corporation, and (ii) the Company so long participation in and conduct of the business of Bbeautiful (dba Chrislie Formulations) by Xxxxx Arminak, except as such securities do not, in it is limited by her Employment Agreement. Each Seller Group Member acknowledges that the aggregate, constitute more than three percent Transferred Companies’ business has been conducted or is presently proposed to be conducted throughout the world (3%the “Restricted Territories”) and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of any class or series of outstanding securities of such corporation or other entitythe Transferred Companies’ businesses.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and Executive agrees that, during the TermTerm and for a period of 9 months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which that is directly or indirectly competitive with the Company’s businessBusiness (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s businessBusiness, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s businessBusiness, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Business. Executive acknowledges that, due to the unique nature of the Company’s businessBusiness, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. For the purposes of this paragraph “Company’s Business” is defined as development of an anti-progestin for the use in oncology. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity.

Non-Competition; Non-Solicitation; Non-Disparagement. During the period of Employee’s employment with Company pursuant to this Agreement and for a period of two (a2) Executive understands years thereafter, Employee will not knowingly and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information intentionally (as defined in Section 5i) and Executive agrees that, during the Term, he shall not in any mannerengage, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, alone or as a partner, joint venturerofficer, owner, executivedirector, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss consultant of any of its clients or other business flow or the improper use of its Confidential organization in any business activities that are substantially and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are directly competitive with the business activities then conducted by Company anywhere in the world; it being mutually understood and agreed that customers or suppliers of the Company so long as such securities do notwho are not also primarily engaged in providing electronics design, engineering or manufacturing or precision manufacturing services and who purchase goods or services from, or supply goods or services to, the Company shall not be deemed to be engaging in business activities that are substantially and directly competitive with the business activities conducted by the Company (the “Designated 11 Industry”); (ii) divert to any competitor of Company in the aggregateDesignated Industry any customer of Company; (iii) solicit or encourage any officer, constitute more employee, or consultant of Company to leave its employ for employment by or with any competitor of Company in the Designated Industry or, on behalf of herself or any other Person, hire, employ or engage any such person; or (iv) engage at any time in any form of conduct or make any statements, or direct any other person or entity to engage in any conduct or make any statements, that disparage, criticize or otherwise impair the reputation of Company, its subsidiaries, their products and services, or their past and present officers, directors, employees and consultants. The parties hereto acknowledge that (A) Employee’s non-competition obligations hereunder will not preclude Employee from (x) owning less than three percent (3%) 5% of the common stock of any class or series of outstanding securities of such publicly traded corporation or other entityPerson conducting business activities in the Designated Industry or (y) serving as a director of a corporation or other Person engaged in the manufacturing or electronics industry whose business operations are not substantially and directly competitive with those of Company; and (B) the restrictions set forth in clause (iv) of the preceding sentence shall not apply to any statements by Employee that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process. Company agrees to direct the members of its Board and executive management team to not engage in any conduct or to make any statements, or direct any other person to engage in any conduct or to make any statements, that disparage, criticize or otherwise impairs the reputation of Employee.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive understands a. Employee agrees and recognizes that his services to acknowledges that, in connection with Employee’s employment with the Company are special and unique and that in the course of performing such services Executive Company, Employee will have be provided with access to and knowledge of Confidential become familiar with confidential and Proprietary Information (as defined in Section 5) proprietary information and Executive agrees that, during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage trade secrets belonging to the Company and its affiliates Affiliates, including, without limitation, “know how,” trade secrets, inventions, ideas, processes, computer source and therefore the Company has a strong legitimate object code, data, formulae, programs, other works of authorship, improvements, discoveries, developments, designs, techniques, customer lists, pricing policies, operational methods, and documents and information with respect to present and prospective plans for research and development, financial statements, budgets, contracts, goods, services, products, equipment, processes, clients, customers, agents, employees, contractors, suppliers, service providers, sales and marketing methods, and other business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoingaffairs, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring discussions, negotiations, or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with the business agreements of the Company so long as such securities do and its Affiliates (collectively, “Confidential Information”). Confidential Information does not include: (1) information that was already known to Employee prior to the Effective Date without restriction on its use or disclosure; (2) information that was independently developed by Employee without reference to or use of any Confidential Information; or (3) information that is or becomes generally known or available to the public through no wrongful act of either Employee or any third party. Employee and the Company also recognize that an important part of Employee’s duties will be to develop and continue goodwill for the Company and its Affiliates through personal contact with the customers of the Company and its Affiliates. Accordingly, in consideration of Employee’s employment with the Company pursuant to this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Employee agrees that, while Employee is in the employ of the Company and for a period of one (1) year following Employee’s termination of employment, Employee shall not, in the aggregate, constitute more than three percent (3%) either on Employee’s own behalf or on behalf of any class third party, directly or series of outstanding securities of such corporation or other entity.indirectly:

Non-Competition; Non-Solicitation; Non-Disparagement. If the Awardee (whether during or after termination of employment with the Corporation and its Subsidiaries) (i) engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation or any of its Subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Corporation or any of its Subsidiaries to cease doing business with the Corporation or any of its Subsidiaries or in any way interferes with the relationship between any such customer, supplier, licensee or other person and the Corporation or any of its Subsidiaries, (iii) solicits any employee of the Corporation or any of its Subsidiaries to leave the employment thereof or in any way interferes with the relationship of such employee with the Corporation or any of its Subsidiaries, or (iv) makes any statements or comments, orally or in writing, of a defamatory or disparaging nature regarding the Corporation or any of its Subsidiaries (including but not limited to regarding any of their respective businesses, officers, directors, personnel, products or policies), the Committee may (a) Executive understands and recognizes that his services cause all shares of the Restricted Stock remaining subject to the employment and stock performance restrictions imposed by this Agreement to be immediately forfeited to the Corporation and the Awardee shall have no further rights with respect to such shares and/or (b) require the Awardee to promptly return and transfer, and thereby forfeit, ownership to the Corporation of all or a portion (at the discretion of the Committee) of a number of shares of the Class A Company are special and unique and that Stock equal to the number of shares of the Restricted Stock which were issued or transferred by the Corporation to the Awardee within the three (3) years immediately preceding any such activity by the Awardee (or, at the discretion of the Committee, to pay to the Corporation in cash an amount equal to the course fair market value of performing such services Executive will have access to and knowledge number of Confidential and Proprietary Information (shares of the Class A Common Stock as defined in of the date of the determination by the Committee under this Section 5) and Executive agrees that), during the Term, he shall not in any manner, directly or indirectly, on behalf of himself or any Person, enter into or engage in any business which is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide; provided, however, that this Section 5 shall not apply if a Person’s business Section 11 Event occurs prior to any such activity by the Awardee. Whether the Awardee has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business, Executive acknowledges that, due to the unique nature of the Company’s business, the loss of engaged in any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the activities of which are competitive with referred to in the business of the Company so long as such securities do notimmediately preceding sentence shall be determined, in its discretion, by the aggregateCommittee, constitute more than three percent (3%) of and any class or series of outstanding securities of such corporation or other entitydetermination by the Committee shall be final and binding.