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

Non-Competition; Non-Solicitation. (a) During the Term and, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following the Date of Termination, the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted.

Non-Competition; Non-Solicitation. (a) During The Executive hereby covenants and agrees that during the Term and, in the event that of the Executive’s employment is terminated for any reason, then hereunder and for a period of one (1) year following the Date of Terminationthereafter, the Executive shall be prohibited from working (as an employeenot, consultant, advisor, director directly or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activityindirectly: (i) wholesale own any interest in, operate, join, control or retail marketingparticipate as a partner, saledirector, distribution and transportation of refined petroleum productsprincipal, crude oilofficer or agent of, renewable fuels enter into the employment of, act as a consultant to, or perform any services for any entity (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (iieach a “Competing Entity”) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection which has material operations which compete with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or any of its Affiliates subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (aii) becomes engaged during the period Executive is employed by solicit any customer or client of the Company or any of its Affiliates, or subsidiaries (b) is preparing to become engaged as other than on behalf of the time that Executive’s employment Company) with respect to any business in which the Company or any of its Affiliates ends subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, with respect to parts (a) and (b) of this clause (v)having done so, agrees that the Executive has participated restrictions set forth in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to 6.1, including without limitation the contrarytime period of restriction set forth above, are fair and reasonable and are reasonably required for the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more protection of the Restricted Businesses legitimate business and (y) with the prior consent economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, may serve as a director of an entity that is engaged in one or more of notwithstanding the Restricted Businesses. If any court determines that foregoing, any of the provisions of this Section 10 are 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remainder remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of such provisions shall not thereby be affected and this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be given full effect without regard declared by a court of competent jurisdiction to exceed the invalid provisions. If any maximum restrictiveness such court construes any deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this Section 106.1 shall be determined consistent with Section 1.280G-1 Q/A 9, or any part thereof, to be unreasonable because and 40-44 of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedTreasury Regulations.

Non-Competition; Non-Solicitation. (a) During the Term and, in the event that the Executive’s employment is terminated for any reason, then for a period of one two (12) year years following the Date of Termination, Termination the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: ): (i) wholesale or and/or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuelsbio-fuels), and natural gas liquids (including ethane, butane, propane and condensates), natural gas, compressed natural gas and liquefied natural gas; (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; and (iv) bunkering; and (v) any other business in which , unless the Chief Executive Officer of the Company or its Affiliates (a) becomes engaged during and the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about Board approve such business or anticipated businessactivity. Notwithstanding any provision of this Section 10 paragraph 11 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 paragraph 11 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10paragraph 11, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted.

Non-Competition; Non-Solicitation. (a) During the Term and, in the event that the Executive’s employment is terminated for any reason, then for For a period of one five (15) year following years commencing on the Closing Date of Termination, the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted BusinessesPeriod”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels)each Seller shall, and natural gas liquids shall require its Affiliates (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasolineAffiliates in France or Brazil) to, refrain from: (i) directly or indirectly engaging or investing in, controlling or managing, any activities which are, as of the Closing, competitive with automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire in North America; (ii) selling, directly or indirectly, automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire in North America, which, for the avoidance of doubt, includes selling such items, directly or indirectly, to a non-North America buyer (A) if such buyer has affirmatively indicated to such Seller its intention of selling such items in North America or (B) if, to the Knowledge of Sellers, such buyer is in fact selling such items in North America; (iii) selling, directly or indirectly, automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire to existing (as of the Closing Date) non-North America export customers of the Business; and/or (iv) bunkering; entering into any Contract for the purchase and (v) any other business in which the Company sale of all or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as part of the time that Executive’s employment with Sellers’ ignition extrusion wire business or the Company or any assets of its Affiliates ends andthe Sellers’ ignition extrusion wire business, with respect to parts (a) and (b) of this clause (v), unless the Executive has participated in or obtained Confidential Information about Person purchasing such business or anticipated business. Notwithstanding any provision of this Section 10 assets agrees to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of be bound by the provisions of this Section 10 are invalid 6.02; provided, however that Sellers shall not be liable to Buyers or unenforceable, otherwise responsible for the remainder failure of such provisions shall not thereby be affected and shall be given full effect without regard Person to the invalid provisions. If any court construes any of comply with the provisions of this Section 10, or any part thereof, 6.02 so long as such Person agrees to be unreasonable because liable to Buyers (including by way of a third-party beneficiary provision) with respect to its compliance with the duration provisions of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedthis Section 6.02.

Non-Competition; Non-Solicitation. (a) During The Executive hereby covenants and agrees that during the Term and, in the event that of the Executive’s employment is terminated for any reason, then hereunder and for a period of one (1) year following the Date of Terminationthereafter, the Executive shall be prohibited from working (as an employeenot, consultant, advisor, director directly or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activityindirectly: (i) wholesale own any interest in, operate, join, control or retail marketingparticipate as a partner, saledirector, distribution and transportation of refined petroleum productsprincipal, crude oilofficer or agent of, renewable fuels enter into the employment of, act as a consultant to, or perform any services for any entity (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (iieach a “Competing Entity”) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection which has material operations which compete with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or any of its Affiliates subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (aii) becomes engaged during the period Executive is employed by solicit any customer or client of the Company or any of its Affiliates, or subsidiaries (b) is preparing to become engaged as other than on behalf of the time that Executive’s employment Company) with respect to any business in which the Company or any of its Affiliates ends subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, with respect to parts (a) and (b) of this clause (v)having done so, agrees that the Executive has participated restrictions set forth in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to 6.1, including without limitation the contrarytime period of restriction set forth above, are fair and reasonable and are reasonably required for the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more protection of the Restricted Businesses legitimate business and (y) with the prior consent economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, may serve as a director of an entity that is engaged in one or more of notwithstanding the Restricted Businesses. If any court determines that foregoing, any of the provisions of this Section 10 are 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remainder remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of such provisions shall not thereby be affected and this Section 6.1 relating to the time period and/or the area of restriction, if any, and/or related aspects shall be given full effect without regard declared by a court of competent jurisdiction to exceed the invalid provisions. If any maximum restrictiveness such court construes any deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.4 or 5.5, as applicable, that is allocable to the value of the non-compete provisions set forth in this Section 106.1 shall be determined consistent with Section 1.280G-1 Q/A 9, or any part thereof, to be unreasonable because and 40-44 of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedTreasury Regulations.

Non-Competition; Non-Solicitation. (a) During 7.1. Executive acknowledges and recognizes the highly competitive nature of the business and proposed business of the Company and hereby agrees that, during the Term and, in the event that the Executive’s employment is terminated for any reason, then hereof and for a period of one thirty-six (136) year following months after the Date expiration or any earlier termination of Terminationthe Term of this Agreement (other than any such earlier termination of this Agreement pursuant to the provisions of Sections 3.2(b), or 3.3 hereof, in which cases the Executive provisions of this Section 7.1 shall not apply) (such period to be prohibited from working (referred to hereinafter as the “Applicable Period”), he will not, directly and/or indirectly, on his own behalf and/or in the service of and/or on behalf of others, whether as an officer, director, partner, trustee, principal, employee, consultant, advisoragent, director or otherwise) forand/or owner of any capital stock, engaging in or acquiring or investing partnership interest and/or other interest in any business having assets corporation, partnership or other entity, or in any other capacity, own an interest in, perform any services and/or conduct any activity for or on behalf of any entity which is engaged in a business which is in competition with the following businesses in New England and the other jurisdictions business in which the Company is conducting business as engaged at the time of the Date of Termination termination (the such prohibited activities being referred to herein as a “Restricted BusinessesPrecluded Business Activity”). Executive acknowledges that, unless due to the Chief Executive Officer nature of the Company Company’s business, it is essential to provide for as broad a geographical limitation as possible with respect to the aforementioned covenant. Without limiting the generality of the foregoing, it is expressly understood and agreed that although Executive and the Board approve such activity: (i) wholesale Company consider the restrictions contained in this Section 7.1 to be reasonable, Executive agrees that in the event it is finally judicially determined by a court of competent jurisdiction that the specified time period or retail marketinggeographical area or scope of the foregoing restriction is unreasonable, salearbitrary, distribution or against public policy, contrary to law, invalid and transportation unenforceable, the remaining provisions of refined petroleum products, crude oil, renewable fuels this Agreement (including ethanol the remaining provisions of this Section) shall not be rendered void, shall not be affected thereby and biofuels)shall remain in full force and effect and the provisions hereof which are the subject of any such judicial determination shall be deemed amended to apply to any such lesser time period, geographical area, or scope which is judicially determined or indicated to be reasonable, non-arbitrary and natural gas liquids not violative of public policy, not contrary to law, invalid and/or unenforceable and such provisions, as modified, may be enforced by the Company against Executive in accordance with the terms hereof. Notwithstanding the foregoing, nothing contained in this Section is intended to nor shall it preclude the ownership by Executive of more than five (including ethane, butane, propane and condensates); (ii5%) the storage of refined petroleum products and/or any percent of the outstanding securities of any publicly owned corporation or other products identified entity engaged in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items a Precluded Business Activity, provided that such ownership is solely for investment purposes and sundries and related food service, whether or is not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged coupled during the period of one year after termination with any working relationship between Executive is employed by the Company and such corporation or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedentity.

Non-Competition; Non-Solicitation. (a) During The Executive hereby covenants and agrees that during the Term and, in the event that of the Executive’s employment is terminated for any reason, then hereunder and for a period of one (1) year following the Date of Terminationthereafter, the Executive shall be prohibited from working (as an employeenot, consultant, advisor, director directly or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activityindirectly: (i) wholesale own any interest in, operate, join, control or retail marketingparticipate as a partner, saledirector, distribution and transportation of refined petroleum productsprincipal, crude oilofficer or agent of, renewable fuels enter into the employment of, act as a consultant to, or perform any services for any entity (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (iieach a “Competing Entity”) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection which has material operations which compete with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or any of its Affiliates subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (aii) becomes engaged during the period Executive is employed by solicit any customer or client of the Company or any of its Affiliates, or subsidiaries (b) is preparing to become engaged as other than on behalf of the time that Executive’s employment Company) with respect to any business in which the Company or any of its Affiliates ends andsubsidiaries is then engaged or, with respect to parts the then existing knowledge of the Executive, proposes to engage; or (aiii) and induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (b5%) of this clause (v), the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that the Executive has participated carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to 6.1, including without limitation the contrarytime period of restriction set forth above, are fair and reasonable and are reasonably required for the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more protection of the Restricted Businesses legitimate business and (y) with the prior consent economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, may serve as a director of an entity that is engaged in one or more of notwithstanding the Restricted Businesses. If any court determines that foregoing, any of the provisions of this Section 10 are 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remainder remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of such provisions shall not thereby be affected and this Section 6.1 relating to the time period and/or the area of restriction, if any, and/or related aspects shall be given full effect without regard declared by a court of competent jurisdiction to exceed the invalid provisions. If any maximum restrictiveness such court construes any deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.4 or 5.5, as applicable, that is allocable to the value of the non-compete provisions set forth in this Section 106.1 shall be determined consistent with Section 1.280G-1 Q/A 9, or any part thereof, to be unreasonable because and 40-44 of the duration of such provision or Treasury Regulations. [The Executive and the geographic scope thereof, such court shall have the power Company agree that nothing contained in this Section 6.2 is intended to reduce the duration or restrict the geographic scope Executive’s right to practice law in violation of such provision and Rule 5.6 (Restrictions on the Rights to enforce such provision as so reduced or restrictedPractice) of the Tennessee Rules of Professional Conduct.]

Non-Competition; Non-Solicitation. (aAs a result of joint development work with LANCER under this Agreement, WEIKXX xxx AG METALS will have access to trade secrets and confidential information about LANCER, its products, its customers, and its methods of doing business, and will develop trade secret and confidential information relating to the Product(s) During the Term andand Technology. Therefore, in consideration of the event payment of the Consideration and for consulting Services, as a condition precedent to LANCER's willingness to enter into this Agreement and perform hereunder, AG METALS hereby agrees that during the Executive’s employment is terminated for any reasonterm of this Agreement, then for a period of one AG METALS (1i) year following the Date of Termination, the Executive shall be prohibited from working not engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, director representative or otherwise) for, engaging in directly or acquiring or investing indirectly in any activity or other business having assets engaged competitive with LANCER's business or in any manner competitive with the following businesses in New England Products or Technology; and (ii) shall not directly or indirectly (a) call on, solicit, or take away any of Lancer's customers or potential customers; or (b) solicit or take away or attempt to solicit or take away any of Lancer's employees, contractors, or agents, for AG METALS or any other person or entity; and (iii) shall not undertake any activity competitive with the other jurisdictions Product(s) or the Technology in which the Company is conducting business as loyal and complete fulfillment of the Date duties of Termination the competitive activity would require AG METALS to reveal, to make judgements on, or otherwise to use any confidential business information or trade secrets of LANCER's business to which AG METALS had access by reason of its relationship with and/or work with LANCER. If permitted by the laws of the state or country where AG METALS is located or where the activities at issue are taking place, the restrictions set forth in this paragraph shall continue for a period of three years following termination of this Agreement (regardless of the “Restricted Businesses”reason for termination), unless except that the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified restriction set forth in clause item (i) of this paragraph in connection with any shall, after termination of the this Agreement, be limited to activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business competitive in which the Company or its Affiliates any way with (a) becomes engaged during the period Executive is employed type of amalgam represented by the Company or any of its AffiliatesProduct(s), or (b) is preparing the Technology necessary to become engaged as produce the Product(s), including the spherical dispersion system and any other systems developed in the course of the time that Executive’s employment with relationship between the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedParties.

Non-Competition; Non-Solicitation. (a) During The Executive hereby covenants and agrees that during the Term and, in the event that of the Executive’s employment is terminated for any reason, then hereunder and for a period of one (1) year following the Date of Terminationthereafter, the Executive shall be prohibited from working (as an employeenot, consultant, advisor, director directly or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activityindirectly: (i) wholesale own any interest in, operate, join, control or retail marketingparticipate as a partner, saledirector, distribution and transportation of refined petroleum productsprincipal, crude oilofficer or agent of, renewable fuels enter into the employment of, act as a consultant to, or perform any services for any entity (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (iieach a “Competing Entity”) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection which has material operations which compete with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or any of its Affiliates subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (aii) becomes engaged during the period Executive is employed by solicit any customer or client of the Company or any of its Affiliates, or subsidiaries (b) is preparing to become engaged as other than on behalf of the time that Executive’s employment Company) with respect to any business in which the Company or any of its Affiliates ends subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, with respect to parts (a) and (b) of this clause (v)having done so, agrees that the Executive has participated restrictions set forth in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to 6.1, including without limitation the contrarytime period of restriction set forth above, are fair and reasonable and are reasonably required for the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more protection of the Restricted Businesses legitimate business and (y) with the prior consent economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, may serve as a director of an entity that is engaged in one or more of notwithstanding the Restricted Businesses. If any court determines that foregoing, any of the provisions of this Section 10 are 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remainder remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of such provisions shall not thereby be affected and this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be given full effect without regard declared by a court of competent jurisdiction to exceed the invalid provisions. If any maximum restrictiveness such court construes any deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this Section 106.1 shall be determined consistent with Section 1.280G-1 Q/A 9, or any part thereof, to be unreasonable because and 40-44 of the duration Treasury Regulations. Executive and the Company agree that nothing contained in this Section 6.1 is intended to restrict Executive’s right to practice law in violation of such provision or Rule 5.6 (Restrictions on the geographic scope thereof, such court shall have Rights to Practice) of the power to reduce the duration or restrict the geographic scope Tennessee Rules of such provision and to enforce such provision as so reduced or restrictedProfessional Conduct.

Non-Competition; Non-Solicitation. (a) During Ferguson hereby covenants and agrees that during term of Xxxxxxxx’x employment by the Term and, in Company or service as a member of the event that the ExecutiveCompany’s employment is terminated for any reason, then Board of Directors and for a period of one (1) year following thereafter, Ferguson shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the Date employment of Terminationact as a consultant to, the Executive shall be prohibited from working or perform any services for any entity (as an employee, consultant, advisor, director or otherwiseeach a “Competing Entity”) for, engaging in or acquiring or investing in which has material operations which compete with any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates)then engaged; (ii) the storage of refined petroleum products and/or solicit any customer or client of the other products identified in clause (i) of this paragraph in connection Company with respect to any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates is then engaged (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent other than on behalf of the Company, may serve as a director of an entity that is engaged in one ); or more (iii) induce or encourage any employee of the Restricted BusinessesCompany to leave the employ of the Company; provided, that Ferguson may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. If any court determines The foregoing covenants and agreements of Ferguson are referred to herein as the “Restrictive Covenant.” Ferguson acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Exhibit A, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10 are Exhibit A or any parts hereof shall beheld to be invalid or unenforceable, the remainder remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of such provisions shall not thereby be affected and this Exhibit A relating to the time period and/or the area of restriction and/or related aspects shall be given full effect without regard declared by a court of competent jurisdiction to exceed the invalid provisions. If any maximum restrictiveness such court construes any deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of this Section 10, or any part thereof, the Restrictive Covenant shall remain enforceable to be unreasonable because of the duration of fullest extent deemed reasonable by such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedcourt.

Non-Competition; Non-Solicitation. (a) During Parent and each Seller covenants and agrees that, if the Term andClosing is consummated, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following three years after the Date of TerminationClosing Date, the Executive shall be prohibited from working (as an employeeit will not, consultantand will cause Parent Subsidiaries not to, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged engage in the following businesses business of supplying to the aerospace industry aircraft hardware, chemicals or related support services (or any portion thereof) anywhere in New England and the other jurisdictions in which world (the Company is conducting business "Competitive Activities"), except for (i) the sale of any Inventory of such hardware or chemicals owned by such Person or consigned to such Person as of the Date date hereof, the value of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale which Inventory is estimated to be approximately $5,000,000 or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage sale of refined petroleum products any Inventory of such hardware or chemicals hereafter acquired by such Person as part of a bulk purchase or hereafter consigned to such person as part of a bulk consignment, but only after such Person has offered to sell such hardware or chemicals to Buyer at commercially reasonable prices for such quantities as would be charged to distributors of such products; provided, however, that nothing herein shall be construed to prevent Parent, -------- ------- Sellers and/or any of their respective Affiliates from owning, in the other products identified in clause (i) of this paragraph in connection with any aggregate, up to 10% of the activities described stock or equity interest in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business Person that engages in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated businessany portion thereof. Notwithstanding any provision It is the desire and intent of the parties hereto that the provisions of this Section 10 6.4 shall be enforced to the contrary, fullest extent permitted under the Executive may (x) own up to 3% laws and public policies of a publicly traded entity that each jurisdiction in which enforcement is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businessessought. If any court determines that any of the provisions provision of this Section 10 are invalid or 6.4 is unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce provision, as the case may be, or terminate such provision as and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so reduced terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 6.4 in the jurisdiction of the court that has made the adjudication. Notwithstanding the foregoing, nothing in this Section 6.4(a) shall prohibit Parent, any Seller or restrictedany of their respective Affiliates from acquiring any Person or business that engages in Competitive Activities provided that (x) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such business during the preceding four (4) full calendar quarters) and (y) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired, Sellers use their reasonable efforts to divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof.

Non-Competition; Non-Solicitation. 8.1 Employee agrees that during the Non-Competition Period (aas defined in Section 8.4 below), without the prior written consent of the Company: (i) During the Term andhe shall not be a principal, in the event that the Executive’s employment is terminated for any reasonmanager, then for a period of agent, consultant, officer, director or employee of, or, directly or indirectly, own more than one (1%) year following the Date percent of Terminationany class or series of equity securities in, the Executive shall be prohibited from working (as an employeeany partnership, consultantcorporation or other entity, advisorwhich, director now or otherwise) forat such time, engaging in or acquiring or investing has material operations which are engaged in any business having assets engaged activity competitive (directly or indirectly) with the business of the Company; and (ii) he shall not, directly or indirectly, have any business dealings or contact with any entities that were suppliers or customers of the Company during the Term or sell any products sold by the Company during the Term; provided, however, that Employee may act as an independent sales representative in soliciting premium promotions with respect to product categories sold by the Company during the Non-Competition Period so long as Employee first offers the Company the opportunity to produce and/or sell the premium promotions on commercially reasonable terms and conditions, with gross margins to be not less than gross margins received by the Company from projects included in the following businesses Ostern Contribution during the last year of the Term unless market conditions dictate that reasonable adjustments are appropriate at the time such promotions are presented to the Company. The Company shall, in New England its sole and the other jurisdictions in which absolute discretion, accept or reject any premium promotion offered by Employee to the Company is conducting business pursuant to this Section 8.1 within a reasonable period of time. Employee may, as of the Date of Termination (the “Restricted Businesses”)an independent sales representative, unless the Chief Executive Officer contact, negotiate and deal with those persons or other entities which have been customers of the Company and which could be deemed to be competitors of the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation Company for purposes of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuelsSection 8.1(i), and natural gas liquids those persons and entities referenced in Section 8.1(ii), in order to facilitate negotiation and preparation of contracts to produce and/or sell premium promotions to be first offered to the Company. Such contact and negotiations shall not violate this Non-Competition/ Non-Solicitation provision. If the Company does not accept the proposed offer within a reasonable time, Employee may offer the premium promotion to any person or entity whatsoever, without violating this Non-Competition/Non-Solicitation provision, but only on the same terms and conditions as first offered to the Company. If the Company accepts any premium promotion offered to the Company by Employee pursuant to this Section 8.1, Employee shall be entitled to a cash commission of ten percent (including ethane, butane, propane and condensates); (ii10%) the storage of refined petroleum products and/or any of the other products identified gross revenues derived from such premium promotion. Any such commissions relating to a commission-applicable premium promotion pursuant to this Section 8.1 shall be payable in clause a lump sum to Employee within thirty (i30) of this paragraph in connection with any of days after the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive payment for such premium promotion is employed received by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted.

Non-Competition; Non-Solicitation. (a) During 8.1. Executive acknowledges and recognizes the highly competitive nature of the business and proposed business of the Company and hereby agrees that, during the Term and, in the event that the Executive’s employment is terminated for any reason, then hereof and for a period of one year after the expiration or any earlier termination of the Term of this Agreement (1other than any such earlier termination by Executive pursuant to the provisions of Section 3.2(g) year following hereof) (such period to be referred to hereinafter as the Date “Applicable Period”), he will not, directly or indirectly, on his own behalf or in the service of Terminationor on behalf of others, the Executive shall be prohibited from working (whether as an officer, director, stockholder, partner, trustee, principal, employee, consultant, advisoragent, director or otherwise) forowner of any capital stock, engaging in partnership interest or acquiring or investing other interest in any business having assets engaged corporation, partnership or other entity, or in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in capacity, own an interest in, perform any services or conduct any activity for or on behalf of any entity which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) a business that is competitive with the prior consent that of the Company, may serve (such prohibited activities being referred to herein as a director of an entity that is engaged in one or more “Precluded Business Activity”). Executive acknowledges that, due to the nature of the Restricted BusinessesCompany’s business on all continents, it is essential to provide for as broad a geographical limitation as possible with respect to the aforementioned covenant. If any court determines that any Without limiting the generality of the foregoing, it is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8.1 to be reasonable, the Executive agrees that in the event it is finally judicially determined by a court of competent jurisdiction that the specified time period or geographical area or scope of the foregoing restriction is unreasonable, arbitrary, or against public policy, contrary to law, invalid and unenforceable, the remaining provisions of this Section 10 are invalid or unenforceable, Agreement (including the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the remaining provisions of this Section 10Section) shall not be rendered void, shall not be affected thereby and shall remain in full force and effect and the provisions hereof which are the subject of any such judicial determination shall be deemed amended to apply to any such lesser time period, geographical area, or any part thereof, scope which is judicially determined or indicated to be unreasonable because reasonable, non-arbitrary and not violative of public policy, not contrary to law, invalid and/or unenforceable and such provisions, as modified, may be enforced by the Company against the Executive in accordance with the terms hereof. Notwithstanding the foregoing, nothing contained in this Section is intended to nor shall preclude the ownership by Executive of not more than five (5%) percent of the duration outstanding securities of any publicly owned corporation or other entity engaged in a Precluded Business Activity, provided that such provision ownership is solely for investment purposes and is not coupled with any working relationship between Executive and such corporation or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedentity.

Non-Competition; Non-Solicitation. (a) During Parent and each Seller covenants and agrees that, if the Term andClosing is consummated, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following three years after the Date of TerminationClosing Date, the Executive shall be prohibited from working (as an employeeit will not, consultantand will cause Parent Subsidiaries not to, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged engage in the following businesses business of supplying to the aerospace industry aircraft hardware, chemicals or related support services (or any portion thereof) anywhere in New England and the other jurisdictions in which world (the Company is conducting business "Competitive Activities"), except for (i) the sale of any Inventory of such hardware or chemicals owned by such Person or consigned to such Person as of the Date date hereof, the value of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale which Inventory is estimated to be approximately $5,000,000 or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage sale of refined petroleum products any Inventory of such hardware or chemicals hereafter acquired by such Person as part of a bulk purchase or hereafter consigned to such person as part of a bulk consignment, but only after such Person has offered to sell such hardware or chemicals to Buyer at commercially reasonable prices for such quantities as would be charged to distributors of such products; provided, however, that nothing herein shall be construed to prevent Parent, Sellers and/or any of their respective Affiliates from owning, in the other products identified in clause (i) of this paragraph in connection with any aggregate, up to 10% of the activities described stock or equity interest in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business Person that engages in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated businessany portion thereof. Notwithstanding any provision It is the desire and intent of the parties hereto that the provisions of this Section 10 6.4 shall be enforced to the contrary, fullest extent permitted under the Executive may (x) own up to 3% laws and public policies of a publicly traded entity that each jurisdiction in which enforcement is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businessessought. If any court determines that any of the provisions provision of this Section 10 are invalid or 6.4 is unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the 59 53 duration or restrict the geographic scope of such provision and to enforce provision, as the case may be, or terminate such provision as and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so reduced terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 6.4 in the jurisdiction of the court that has made the adjudication. Notwithstanding the foregoing, nothing in this Section 6.4(a) shall prohibit Parent, any Seller or restrictedany of their respective Affiliates from acquiring any Person or business that engages in Competitive Activities provided that (x) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such business during the preceding four (4) full calendar quarters) and (y) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired, Sellers use their reasonable efforts to divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof.

Non-Competition; Non-Solicitation. (a) During Parent and each Seller covenants and agrees that, if the Term andClosing is consummated, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following three years after the Date of TerminationClosing Date, the Executive shall be prohibited from working (as an employeeit will not, consultantand will cause Parent Subsidiaries not to, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged engage in the following businesses business of supplying to the aerospace industry aircraft hardware, chemicals or related support services (or any portion thereof) anywhere in New England and the other jurisdictions in which world (the Company is conducting business "Competitive Activities"), except for (i) the sale of any Inventory of such hardware or chemicals owned by such Person or consigned to such Person as of the Date date hereof, the value of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale which Inventory is estimated to be approximately $5,000,000 or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage sale of refined petroleum products any Inventory of such hardware or chemicals hereafter acquired by such Person as part of a bulk purchase or hereafter consigned to such person as part of a bulk consignment, but only after such Person has offered to sell such hardware or chemicals to Buyer at commercially reasonable prices for such quantities as would be charged to distributors of such products; provided, however, that nothing herein shall be construed to prevent Parent, Sellers and/or any of their respective Affiliates from owning, in the other products identified in clause (i) of this paragraph in connection with any aggregate, up to 10% of the activities described stock or equity interest in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business Person that engages in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated businessany portion thereof. Notwithstanding any provision It is the desire and intent of the parties hereto that the provisions of this Section 10 6.4 shall be enforced to the contrary, fullest extent permitted under the Executive may (x) own up to 3% laws and public policies of a publicly traded entity that each jurisdiction in which enforcement is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businessessought. If any court determines that any of the provisions provision of this Section 10 are invalid or 6.4 is unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 6.4 in the jurisdiction of the court that has made the adjudication. Notwithstanding the foregoing, nothing in this Section 6.4(a) shall prohibit Parent, any Seller or any of their respective Affiliates from acquiring any Person or business that engages in Competitive Activities provided that (x) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such business during the preceding four (4) full calendar quarters) and (y) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired, Sellers use their reasonable efforts to divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof. (b) Each of Parent and each Seller covenants and agrees that, if the Closing is consummated, for a period of one year after the Closing Date, it will not, and will cause Parent Subsidiaries not to, directly or indirectly, solicit for employment, either as so reduced an employee or restricted.a consultant, any employee or independent contractor of AlliedSignal, Buyer or any of their respective Affiliates who is engaged in the Business and was an employee or independent contractor of any Company engaged in the Business as of the Closing Date to become an employee or consultant or otherwise provide services to Parent, such Seller or any Parent Subsidiary, except for persons whose employment is solicited or procured through general media advertisements. (c) The parties acknowledge and agree that the restrictions contained in Sections 6.4(a) and 6.4(b) are a reasonable and necessary protection of the immediate interests of AlliedSignal and Buyer, and any violation of these restrictions would cause substantial injury to AlliedSignal or Buyer, as the case may be and that AlliedSignal and Buyer would not have entered into this Agreement without receiving the additional consideration offered by Parent and each Seller in binding itself to these restrictions. In the event of a breach or a threatened breach by Parent, any Seller or any Parent Subsidiary of these restrictions, AlliedSignal and Buyer shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such Person from such breach or threatened breach (without the necessity of proving the inadequacy of money damages as a remedy); provided, however, that the right to apply for injunctive relief shall not be construed as prohibiting AlliedSignal or Buyer, as the case may be, from pursuing any other available remedies for such breach or threatened breach. (d) Each of AlliedSignal and Buyer covenant and agree that, if the Closing is consummated, for a period of one year after the Closing Date, and if not consummated for a period of one year from the date of termination of this Agreement, it will not, and will cause its Affiliates not to, directly or indirectly, solicit for employment, either as an employee or a consultant, any employee or independent contractor of Parent or any Parent Subsidiary (other than any employee or independent contractor of any of the Companies) to become an employee or consultant or otherwise provide services to AlliedSignal, Buyer or any of their respective Affiliates, except for persons whose employment is solicited or procured through general media advertisements. (e) The parties acknowledge and agree that the restrictions contained in Section 6.4(d) are a reasonable and necessary protection of the immediate interests of Parent and Sellers, and any violation of these restrictions would cause substantial injury to Parent or Sellers, as the case may be, and that Parent and Sellers would not have entered into this Agreement without receiving the additional consideration offered by AlliedSignal and Buyer in binding itself to these restrictions. In the event of a breach or a threatened breach by AlliedSignal, Buyer or any of their respective Affiliates of these restrictions, Parent and any such Seller shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such Person from such breach or threatened breach (without the necessity of proving inadequacy of money damages as a remedy); provided, however, that the right to apply for injunctive relief shall not be construed as prohibiting Parent or such Seller from pursuing any other available remedies for such breach or threatened breach. 6.5

Non-Competition; Non-Solicitation. (a) During Parent and each Seller covenants and agrees that, if the Term andClosing is consummated, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following three years after the Date of TerminationClosing Date, the Executive shall be prohibited from working (as an employeeit will not, consultantand will cause Parent Subsidiaries not to, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged engage in the following businesses business of supplying to the aerospace industry aircraft hardware, chemicals or related support services (or any portion thereof) anywhere in New England and the other jurisdictions in which world (the Company is conducting business "Competitive Activities"), except for (i) the sale of any Inventory of such hardware or chemicals owned by such Person or consigned to such Person as of the Date date hereof, the value of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale which Inventory is estimated to be approximately $5,000,000 or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage sale of refined petroleum products any Inventory of such hardware or chemicals hereafter acquired by such Person as part of a bulk purchase or hereafter consigned to such person as part of a bulk consignment, but only after such Person has offered to sell such hardware or chemicals to Buyer at commercially reasonable prices for such quantities as would be charged to distributors of such products; provided, however, that nothing herein shall be construed to prevent Parent, -------- ------- Sellers, and/or any of their respective Affiliates from owning, in the other products identified in clause (i) of this paragraph in connection with any aggregate, up to 10% of the activities described stock or equity interest in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business Person that engages in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated businessany portion thereof. Notwithstanding any provision It is the desire and intent of the parties hereto that the provisions of this Section 10 6.4 shall be enforced to the contrary, fullest extent permitted under the Executive may (x) own up to 3% laws and public policies of a publicly traded entity that each jurisdiction in which enforcement is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businessessought. If any court determines that any of the provisions provision of this Section 10 are invalid or 6.4 is unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce provision, as the case may be, or terminate such provision as and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so reduced terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 6.4 in the jurisdiction of the court that has made the adjudication. Notwithstanding the foregoing, nothing in this Section 6.4(a) shall prohibit Parent, any Seller or restrictedany of their respective Affiliates from acquiring any Person or business that engages in Competitive Activities provided that (x) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such business during the preceding four (4) full calendar quarters) and (y) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired, Sellers use their reasonable efforts to divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof.

Non-Competition; Non-Solicitation. (a) During the Term and, in the event that the Executive’s employment is terminated for any reason, then for For a period of one five (15) year following years commencing on the Closing Date of Termination, the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted BusinessesPeriod”), unless the Chief Executive Officer Sellers shall not, and shall not permit any of the Company and the Board approve such activity: their Affiliates to, directly or indirectly, (i) wholesale engage in or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates)assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the storage Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than ownership of refined petroleum less than 5% of the outstanding voting securities of any publicly-traded company); or (iii) cause, induce or encourage any material current client, customer, supplier or licensor of the Business, or any other Person who currently has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship with respect to the Business. Notwithstanding the foregoing, and for the avoidance of doubt, Sellers will not solicit customers for sales of natural gas (other than compressed natural gas) or electricity during the Restricted Period, provided that Sellers may continue to engage in the municipal electricity aggregation portion of the Business to the extent {W5940181.1} necessary to satisfy Sellers’ existing commitments and thereafter to wind down such business in an orderly fashion. Nothing in this Section 6.07(a) shall be interpreted to prevent Sellers from soliciting customers for sales of compressed natural gas or products and/or other than natural gas or electricity. In addition, during the Restricted Period, neither the Sellers nor any of their Affiliates shall acquire another entity that conducts the other products identified Restricted Business in clause the Territory unless (ix) such Restricted Business accounts for less than 10% of this paragraph the annual revenues of the acquired entity, (y) such Restricted Business is divested within twelve (12) months of the acquisition thereof and (z) in connection with any such divestiture, Sellers or their applicable Affiliate give the Buyers a right of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related first offer to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about acquire such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedBusiness.

Non-Competition; Non-Solicitation. (a) During Parent and each Seller covenants and agrees that, if the Term andClosing is consummated, in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following three years after the Date of TerminationClosing Date, the Executive shall be prohibited from working (as an employeeit will not, consultantand will cause Parent Subsidiaries not to, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged engage in the following businesses business of supplying to the aerospace industry aircraft hardware, chemicals or related support services (or any portion thereof) anywhere in New England and the other jurisdictions in which world (the Company is conducting business "Competitive Activities"), except for (i) the sale of any Inventory of such hardware or chemicals owned by such Person or consigned to such Person as of the Date date hereof, the value of Termination (the “Restricted Businesses”), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale which Inventory is estimated to be approximately $5,000,000 or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage sale of refined petroleum products any Inventory of such hardware or chemicals hereafter acquired by such Person as part of a bulk purchase or hereafter consigned to such person as part of a bulk consignment, but only after such Person has offered to sell such hardware or chemicals to Buyer at commercially reasonable prices for such quantities as would be charged to distributors of such products; provided, however, that nothing herein shall be construed to prevent Parent, Sellers, and/or any of their respective Affiliates from owning, in the other products identified in clause (i) of this paragraph in connection with any aggregate, up to 10% of the activities described stock or equity interest in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business Person that engages in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated businessany portion thereof. Notwithstanding any provision It is the desire and intent of the parties hereto that the provisions of this Section 10 6.4 shall be enforced to the contrary, fullest extent permitted under the Executive may (x) own up to 3% laws and public policies of a publicly traded entity that each jurisdiction in which enforcement is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businessessought. If any court determines that any of the provisions provision of this Section 10 are invalid or 6.4 is unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 6.4 in the jurisdiction of the court that has made the adjudication. Notwithstanding the foregoing, nothing in this Section 6.4(a) shall prohibit Parent, any Seller or any of their respective Affiliates from acquiring any Person or business that engages in Competitive Activities provided that (x) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such business during the preceding four (4) full calendar quarters) and (y) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired, Sellers use their reasonable efforts to divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof. (b) Each of Parent and each Seller covenants and agrees that, if the Closing is consummated, for a period of one year after the Closing Date, it will not, and will cause Parent Subsidiaries not to, directly or indirectly, solicit for employment, either as so reduced an employee or restricted.a consultant, any employee or independent contractor of AlliedSignal, Buyer or any of their respective Affiliates who is engaged in the Business and was an employee or independent contractor of either Seller engaged in the Business as of the Closing Date to become an employee or consultant or otherwise provide services to Parent, such Seller or any Parent Subsidiary, except for persons whose employment is solicited or procured through general media advertisements. (c) The parties acknowledge and agree that the restrictions contained in Sections 6.4(a) and 6.4(b) are a reasonable and necessary protection of the immediate interests of AlliedSignal and Buyer, and any violation of these restrictions would cause substantial injury to AlliedSignal or Buyer, as the case may be and that AlliedSignal and Buyer would not have entered into this Agreement without receiving the additional consideration offered by Parent and each Seller in binding itself to these restrictions. In the event of a breach or a threatened breach by Parent, any Seller or any Parent Subsidiary of these restrictions, AlliedSignal and Buyer shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such Person from such breach or threatened breach (without the necessity of proving the inadequacy of money damages as a remedy); provided, however, that the right to apply for injunctive relief shall not be construed as prohibiting AlliedSignal or Buyer, as the case may be, from pursuing any other available remedies for such breach or threatened breach. (d) Each of AlliedSignal and Buyer covenant and agree that, if the Closing is consummated, for a period of one year after the Closing Date, and if not consummated for a period of one year from the date of termination of this Agreement, it will not, and will cause its Affiliates not to, directly or indirectly, solicit for employment, either as an employee or a consultant, any employee or independent contractor of Parent or any Parent Subsidiary (other than any employee or independent contractor of any of the Sellers) to become an employee or consultant or otherwise provide services to AlliedSignal, Buyer or any of their respective Affiliates, except for persons whose employment is solicited or procured through general media advertisements. (e) The parties acknowledge and agree that the restrictions contained in Section 6.4(d) are a reasonable and necessary protection of the immediate interests of Parent and Sellers, and any violation of these restrictions would cause substantial injury to Parent or Sellers, as the case may be, and that Parent and Sellers would not have entered into this Agreement without receiving the additional consideration offered by AlliedSignal and Buyer in binding itself to these restrictions. In the event of a breach or a threatened breach by AlliedSignal, Buyer or any of their respective Affiliates of these restrictions, Parent and any such Seller shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such Person from such breach or threatened breach (without the necessity of proving inadequacy of money damages as a remedy); provided, however, that the right to apply for injunctive relief shall not be construed as prohibiting Parent or such Seller from pursuing any other available remedies for such breach or threatened breach. 6.5

Non-Competition; Non-Solicitation. (a) During the Term andFor so long as any Member holds any Units, in the event that the Executive’s employment is terminated for any reason, then and for a period of one three (13) year following years thereafter, such Member shall not, without the Date prior written consent of Terminationthe Company, the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged anywhere in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termination (the “Restricted Businesses”)world, unless the Chief Executive Officer of the Company and the Board approve such activity: directly or indirectly, (i) wholesale enter into the employ of or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates)render any services to any Competitive Business; (ii) engage in the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i)Business for its own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity (other than passive ownership of less than 5% of any publicly-traded company that is a Competitive Business); or (iv) solicit, interfere with, or endeavor to entice away from the retail sale Company any of convenience store items its employees, customers, suppliers or other Persons with whom the Company does business. The provisions of this Section 20.2 shall survive any termination of this Agreement indefinitely and sundries and related food service, shall apply regardless of whether or not related to a party hereto remains a Member of the retail sale of refined petroleum products includingCompany. Notwithstanding the foregoing, without limitation, gasoline; (iv) bunkering; and (v) any other business nothing in which the Company or its Affiliates this Section 20.2 shall be construed as prohibiting: (a) becomes engaged during the period Executive is employed by the Company A+D and its Affiliates from selling eyewear products on a wholesale basis to Competitive Businesses or to retailers that may engage in e-commerce, provided that A+D does not provide any of its Affiliatesservices to, or otherwise own any interest in, any such Competitive Business or retailer; or (b) is preparing to become engaged as either A+D, Bluefly or their respective Affiliates from (i) selling rimless prescription glasses online, (ii) selling prescription glasses with sports-related licensing online or (iii) designer brand prescription glasses online (it being understood and agreed that designer brands shall not include any brand owned or controlled by A+D, Bluefly or their respective Affiliates). For the avoidance of doubt, the use of the time that Executive’s employment with term “services” in clause (a) of the Company preceding sentence is not intended to prohibit A+D or any of its Affiliates ends andfrom performing services relating to the sale, at wholesale, of eyewear products to e-commerce retailers which are similar to, or are of a type of, services performed by A+D or any of its Affiliates in the usual course of its business in connection with respect the sale, at wholesale, of eyewear products to parts retailers who are not e-commerce retailers (a) examples of such services performed for retailers who are not e-commerce retailers include product development of private label products and (b) warehousing of this clause (veyewear products until called-out by retailers). In addition, the Executive has participated notwithstanding anything in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 20.2 to the contrary, A+D and its Affiliates shall not be prohibited from continuing to sell the Executive may MODO and ECO brands of prescription glasses (xboth of which are owned by MODO) own up to 3% online, including making off-price sales online of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder closeouts of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any brands of the provisions prescription glasses, provided that such brands of this Section 10, or any part thereof, prescription glasses continue to be unreasonable because of targeted at the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedsame consumer market segment at which they are currently targeted.

Non-Competition; Non-Solicitation. (a) During 8.1. Executive acknowledges and recognizes the highly competitive nature of the business and proposed business of the Company and hereby agrees that, during the Term and, in the event that the Executive’s employment is terminated for any reason, then hereof and for a period of one twenty-four (124) months after the expiration or any earlier termination of the Term of this Agreement (other than any such earlier termination of this Agreement pursuant to the provisions of Sections 3.2(b), 3.2(f) (if any such termination without cause occurs after the first year following of the Date Term hereof), 3.3(a), or 3.3(b) hereof, in which cases the provisions of Terminationthis Section 8.1 shall not apply) (such period to be referred to hereinafter as the "Applicable Period"), he will ----------------- not, directly or indirectly, on his own behalf or in the Executive shall be prohibited from working (service of or on behalf of others, whether as an officer, director, partner, trustee, principal, employee, consultant, advisoragent, director or otherwise) forowner of any capital stock, engaging in partnership interest or acquiring or investing other interest in any business having assets corporation, partnership or other entity, or in any other capacity, own an interest in, perform any services or conduct any activity for or on behalf of any entity which is engaged in a business which is in competition with the following businesses in New England and the other jurisdictions business in which the Company is conducting business engaged at the time of termination (such prohibited activities being referred to herein as a "Precluded Business Activity"). Executive acknowledges --------------------------- that, due to the nature of the Date of Termination (Company's business, it is essential to provide for as broad a geographical limitation as possible with respect to the “Restricted Businesses”), unless aforementioned covenant. Without limiting the Chief Executive Officer generality of the Company foregoing, it is expressly understood and agreed that although Executive and the Board approve such activity: (i) wholesale Company consider the restrictions contained in this Section 8.1 to be reasonable, Executive agrees that in the event it is finally judicially determined by a court of competent jurisdiction that the specified time period or retail marketinggeographical area or scope of the foregoing restriction is unreasonable, salearbitrary, distribution or against public policy, contrary to law, invalid and transportation unenforceable, the remaining provisions of refined petroleum products, crude oil, renewable fuels this Agreement (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) remaining provisions of this paragraph Section) shall not be rendered void, shall not be affected thereby and shall remain in connection with full force and effect and the provisions hereof which are the subject of any such judicial determination shall be deemed amended to apply to any such lesser time period, geographical area, or scope which is judicially determined or indicated to be reasonable, non-arbitrary and not violative of the activities described in said clause (i); (iii) the retail sale of convenience store items public policy, not contrary to law, invalid and/or unenforceable and sundries and related food servicesuch provisions, whether or not related to the retail sale of refined petroleum products includingas modified, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed may be enforced by the Company or any against Executive in accordance with the terms hereof. Notwithstanding the ------------------- foregoing, nothing contained in this Section is intended to nor shall --------- preclude the ownership by Executive of its Affiliates, or not more than five (b5%) is preparing to become engaged as percent of the time that Executive’s employment with the Company outstanding securities of any publicly owned corporation or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded other entity that is engaged in one a Precluded Business Activity, provided that such ownership is solely for investment purposes and is not coupled with any working relationship between Executive and such corporation or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restrictedentity.