Common use of Non-Competition Clause in Contracts

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Subject to the Employment Period, and following termination last sentence of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedthis Section 6(a), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with Employee agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (including as an advisorthe "Non-Competition Period"), representativehe will not, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business except on behalf of the Company, Holdco Company or ADP or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeestockholder, investor, partner, sole proprietor, trusteebusiness associate, beneficiaryemployee, agentrepresentative or otherwise, representativedo any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), independent contractoror promote, consultantmarket, advisorbecome or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of personal such services, creditoror (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined as the period commencing on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or owner any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other than by ownership of security convertible into such securities) two percent (2%) or less than five percent of the stock outstanding shares of a publicly-held corporation any such class of equity securities of any issuer whose stock is securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an overindependent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-thehouse products or services that may be deemed to be competitive with those offered by the Company only if such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-counter marketsections (b), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. During (a) In consideration of the Employment PeriodCompany’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and following until the first anniversary of the date of termination of the ExecutiveOptionee’s employment with the CompanyCompany or any Affiliate, Holdco and any of their affiliatesas the case may be, during the “Restriction Period” (as hereinafter defined), the Executive shall such Optionee will not directly or indirectly participate indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or permit his name its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly to be used by or become associated with (including indirectly, as an advisorindividual, representativepartner, shareholder, officer, director, principal, agent, promotertrustee or consultant, independent contractor, provider (iv) interfere with business relationships (whether formed before or after the date of personal services or otherwisethis Award Agreement) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of between the Company or any of its subsidiaries Affiliates and customers, suppliers, Partners, members or controlled affiliates investors of the Company or its Affiliates or (a “Competitive Business”v) and (ii) disparage the Executive does notCompany, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectlyindirectly own, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether solely as an officerinvestment, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider securities of personal services, creditor, or owner (other than by ownership of less than five percent any Person engaged in the business of the stock of a publicly-held corporation whose stock is Company or its Affiliates which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person.

Non-Competition. During 8.1 The Executive acknowledges that the Employment Periodservices to be rendered by the Executive to the Company are of a special and unique character. The Executive agrees that, in consideration of (a) his employment hereunder, (b) the Company's agreement to pay severance hereunder in the event of termination pursuant to Section 6.4 hereof and (c) the Company's agreement to vest matching contributions in the Plan after five (5) years of participation in the Plan by the Executive pursuant to Section 3.4 hereof, Executive shall not, (aa) prior to one year following the date of termination of the Executive’s 's employment with by the CompanyCompany or any other member of the Company Group (i) engage, Holdco and any of their affiliateswhether as principal, during the “Restriction Period” (as hereinafter defined)agent, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorinvestor, distributor, representative, agentstockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), promoteremployee, independent contractorconsultant, provider of personal services volunteer or otherwise) any person, corporationwith or without pay, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any activity or business venture, anywhere within the United States, which is in competition competitive with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any Group on the date of its subsidiaries or controlled affiliates (a “Competitive Business”) and termination, (ii) solicit or entice or endeavor to solicit or entice away from any member of the Executive does notCompany Group any person who was a director, officer, employee, agent or consultant of such member of the Company Group, either on such Executive's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person's contract of employment by reason of leaving the service of such member of the Company Group, (iii) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on such Executive's own account or for any other person, firm, corporation or organization, or (iv) employ any person who was a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group, or (bb) at any time, take any action or make any statement the effect of which would be, directly or indirectly, participate in, become associated withto impair the good will of any member of the Company Group or the business reputation or good name of any member of the Company Group, or be otherwise have responsibilities that relate detrimental to the conduct Company, including any action or operations ofstatement intended, directly or indirectly, to benefit a competitor of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent member of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Company Group.

Non-Competition. (a) During the term of employment of the Employee under this Employment PeriodAgreement, and following during a period of one (1) year after termination of employment of the Executive’s Employee under this Employment Agreement without regard to the cause of termination of employment with and whether or not such termination of employment was caused by the CompanyEmployee or by the Corporation, Holdco and any of their affiliates, during (i) the “Restriction Period” (as hereinafter defined), the Executive Employee shall not engage, either directly or indirectly participate indirectly, in any manner or permit his name directly or indirectly to be used by or become associated with (including as an advisorcapacity, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business or activity which is in competition competitive with any business of or activity conducted by the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Corporation; provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notEmployee shall not work for or employ, directly or indirectly, participate inor cause to be employed by another, become associated any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or otherwise have responsibilities that relate to the conduct or operations ofestablish any business venture in cooperation with, any Competitive Business that is conducted by such person which is competitive with any business or a divisionactivity of the Corporation; (iii) the Employee shall not give, groupsell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or subsidiary or affiliate of such person. For purposes of this Agreementparticipate as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director5% stockholder, partner, employee, partnerconsultant or otherwise, sole proprietorin any corporation, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partnership or owner (other than entity which is competitive with any business or activity conducted by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Corporation.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership of less than five percent the Company or its subsidiaries), any business that competes with any operations of the stock Company within an one hundred (100)-mile radius of a publiclyany geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. During By and in consideration of the Employment PeriodCompany's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and following termination further in consideration of the Executive’s employment with 's continued exposure to the Companyconfidential and proprietary information of the Company (including, Holdco and any of their affiliateswithout limitation, during the “Restriction Period” (as hereinafter definedTrade Secrets), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisoragrees that the Executive will not, representativeduring the Term, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business "Competitive Activity" (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes "COMPETITIVE ACTIVITY" shall mean engaging in any direct of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirect interestindirectly through one or more intermediaries, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, either (x) controlling any Competitor or owner (y) owning any equity or debt interests in any Competitor (other than by ownership equity or debt interests which are publicly traded and, at the time of less than five percent any acquisition, do not exceed 5% of the stock particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a publicly-held corporation whose stock is traded on a national securities exchange portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in an over-the-counter market)the ownership, management, operation or control of or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or any affiliate thereof) that competes, either directly or indirectly, at the time of determination, in any "Restricted Area" (as defined below) with any of the business conducted by the Company or any affiliate thereof. For purposes of this Agreement, the term "RESTRICTED AREA" shall mean any state or territory of the United States in which the Company or any affiliate thereof conducts business or any state or similar subdivision of any foreign country.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s 's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publiclythe Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco Company and any of their its affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective its subsidiaries or controlled affiliates in any geographic area country in which the Company, Holdco Company or any of their respective its subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During In order to induce the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Corporation to enter into this Agreement, the Executive hereby expressly covenants and agrees that he shall not directly not, without the express written consent of the Corporation, for his own account or indirectly jointly with any other person, for the Term, for any reason (a) participate in, engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged connected in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notway with, directly or indirectly, as a proprietor, contractor, employee, principal, partner, officer, stockholder, member, advisor, consultant, agent or licensor (whether paid or unpaid), Competitive Activities (as defined below) anywhere in the world in which the Corporation conducts business, (b) directly or indirectly, own, manage, operate, join, control, loan money to, invest in, or otherwise participate in, become associated or be connected with, or otherwise have responsibilities that relate to the conduct become or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether act as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider representative or agent of personal services, creditorany Competitor (defined below), or owner (other than by ownership c) intervene in or interfere with any relationships between the Corporation and its vendors or customers or prospective customers or disrupt its customer markets, anywhere in the world in which the Corporation conducts business. Notwithstanding the foregoing, the Executive may at any time own, solely as a passive investor, securities of less than five percent of any entity, whether or not in competition with the stock of a publicly-held corporation whose stock is Corporation, if (a) such securities are publicly traded on a national securities nationally-recognized stock exchange or on NASDAQ, and (b) the aggregate holdings of such securities by the Executive and his immediate family do not exceed one percent (1%) of the voting power or one percent (1%) of the capital stock of such entity. As used herein, "Competitive Activities" means the development, sale or resale, licensing or sublicensing, distribution or redistribution, or other commercial exploitation, of packaging products, "Competitor" means any Person whose principal business consists of Competitive Activities, or any combination thereof. Notwithstanding the foregoing, nothing contained in this Section 7(d) shall be deemed to prohibit Executive from (i) maintaining an over-the-counter market).ownership interest in, serving on the board of directors of or participating in the operations of, Olivxx Xxxcking Corporation, provided that the business activities of Olivxx Xxxcking Corporation are limited solely to trucking brokerage and warehousing and other activities not constituting Competitive Activities, or (ii) maintaining an ownership interest in or serving on the board of

Non-Competition. During the Employment Period, Term hereof and for a period of one (1) year following the Executive's termination of employment for any reason, the Executive’s employment Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity, for the benefit of any Person: Solicit any Person who is or during such period becomes a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes or might interfere with such Person's relationship with the Company, Holdco and any of their affiliatesor in an effort to obtain such Person as a customer, during the “Restriction Period” (as hereinafter defined)supplier, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representativesalesman, agent, promoteror representative of any business in competition with the Company which conducts operations within 15 miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business. Solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (whether as an employee, officer, director, agent, consultant or independent contractor), provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that person who is, or intends to bewas at any time during the previous three (3) months, engaged in any business which is in competition with any business of the Companyan employee, Holdco consultant, officer or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business director of the Company or any of its subsidiaries or controlled and affiliates (a “Competitive Business”) except for such employment by the Company or any of its subsidiaries and (ii) the Executive does notaffiliates); Establish, directly engage, own, manage, operate, join or indirectly, participate in, become associated withcontrol, or otherwise have responsibilities that relate to participate in the conduct or operations ofestablishment, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner ownership (other than by ownership as the owner of less than five one percent of the stock of a publicly-held corporation whose stock is traded on shares are publicly traded), management, operation or control of, or be a national securities exchange director, officer, employee, salesman, agent or representative of, or be a consultant to, any Person in an over-the-counter market)any business in competition with the Company, if such Person has any office or facility at any location within 15 miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision, in which the Company conducts substantial business, or act or conduct himself in any manner which the Executive would have reason to believe inimical or contrary to the best interests of the Company.

Non-Competition. (a) During the term of employment of the Employee under this Employment PeriodAgreement, and following during a period of one (1) year after termination of employment of the Executive’s Employee under this Employment Agreement without regard to the cause of termination of employment with and whether or not such termination of employment was caused by the CompanyEmployee or by the Corporation, Holdco and any of their affiliates, during (i) the “Restriction Period” (as hereinafter defined), the Executive Employee shall not engage, either directly or indirectly participate indirectly, in any manner or permit his name directly or indirectly to be used by or become associated with (including as an advisorcapacity, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business or activity which is in competition competitive with any business of or activity conducted by the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Corporation; provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notEmployee shall not work for or employ, directly or indirectly, participate inor cause to be employed by another, become associated any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or otherwise have responsibilities that relate to the conduct or operations ofestablish any business venture in cooperation with, any Competitive Business that is conducted by such person which is competitive with any business or a divisionactivity of the Corporation; (iii) the Employee shall not give, groupsell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any financial interest, or subsidiary or affiliate of such person. For purposes of this Agreementparticipate as a director, the term “participate” includes any direct or indirect interest, whether as an officer, directorstockholder, partner, employee, partnerconsultant or otherwise, sole proprietorin any corporation, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partnership or owner (other than entity which is competitive with any business or activity conducted by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Corporation.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Restricted Period (as hereinafter defineddefined below), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate alone or with others, for Executive or for another Person (as defined below) (except on behalf of any Company Group member), conduct any activity in which Executive contributes Executive’s knowledge relating to the Business (as defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, for or on behalf of any Person that operates or is engaged in, become associated withanywhere any Company Group member conducts business or contemplates conducting business as of the termination or expiration of this Agreement (including, or otherwise have responsibilities that relate to the conduct or operations ofwithout limitation, any Competitive state where a Company Group member offers or markets or contemplates offering or marketing its products or services), any aspect of the Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by such person any Company Group member as of the Termination Date. Notwithstanding the foregoing, nothing in this Section 8(d) shall limit Executive from (i) owning, directly or a divisionindirectly, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether solely as an officerinvestment, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider securities of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is any entity traded on a any national securities exchange if neither Executive nor any of Executive’s Affiliates is a controlling Person of, or a member of a group which controls, such entity and neither Executive nor any of Executive’s Affiliates collectively owns, directly or indirectly, five percent (5%) or more of any class of securities of such entity; or (ii) during the portion of the Restricted Period arising after the termination of Executive’s relationship with all Company Group members, being employed at or with any investment bank, broker dealer or other financial institution and in an over-the-counter market)such capacity raising money, providing investment advice or generally engaging in financing and advisory activities for and on behalf of real estate or other companies, provided that none of the foregoing activities relates to or is performed with, at or on behalf of any person or entity engaging in the Business.

Non-Competition. During By and in consideration of the Employment Periodsalary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and following termination further in consideration of the Executive’s employment with exposure to the proprietary information of the Company, Holdco the Executive covenants and any of their affiliatesagrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restriction Restricted Period” (as hereinafter defined”), the Executive he shall not directly or indirectly participate indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or permit his name capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) the Business to any person, corporation, partnership, firm, association partnership or other enterprise or entity (a “person”other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) that is, or intends to be, engaged in any business which is in competition with any business element of the CompanyBusiness, Holdco or any of their respective subsidiaries or controlled affiliates (iii) acquire an interest in any geographic area person, corporation, partnership or other entity described in which the Companyclause (ii) above as a partner, Holdco stockholder, principal, agent, employee, consultant or in any of their respective subsidiaries other relationship or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)capacity; provided, however, that that, notwithstanding the foregoing will not prohibit foregoing, the Executive from may invest in securities of any entity, solely for investment purposes and without participating in or becoming associated with a person the business thereof, if (iA) less than 10% such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of the consolidated gross revenues of a group which controls, such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) entity and (iiC) the Executive does not, directly or indirectly, participate in, become associated with, own 1% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such personentity. For purposes of this AgreementNotwithstanding the foregoing, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent covenants contained in this Section 6.1(a) shall not apply in the event of the stock Executive’s termination of a publiclyemployment upon or after the expiration of the one-held corporation whose stock is traded on a national securities exchange or year renewal term in an over-the-counter market)accordance with Section 1 above.

Non-Competition. During the Employment PeriodTerm and for a period equal to the time during which Executive receives severance payments for benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Executive shall not, without the prior written permission of the Company, in the United States, its territories and following possessions, directly or indirectly, (i) engage in any activity or business that is the same or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as the work performed by Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); (ii) directly or indirectly, hire or attempt to hire any person who was employed or retained by the Company or its affiliates while the Executive was employed by the Company, or solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iii) solicit, interfere with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude the Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the publicly‑traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or beverages, or office refreshment products, including coffee, in the home and office market, or (b) engages in any other business in which Company or its affiliates is involved at any time during the 12‑month period immediately prior to the termination of the Executive’s employment with employment. For avoidance of doubt, in case of any conflict between the Company, Holdco provisions of this Section 4 and any the provisions of their affiliates, during the “Restriction Period” (as hereinafter defined)Supplemental Policy, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business provisions of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which Supplemental Policy shall govern and determine the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)matter.

Non-Competition. During The Executive acknowledges and recognizes his possession of Confidential Information and acknowledges the Employment Period, and following termination highly competitive nature of the Executive’s employment with business of the CompanyCompany and its franchisees and subsidiaries and accordingly agrees that, Holdco and any in consideration of their affiliatesthe premises contained herein, he or she will not, during the “Restriction Period” (term of this Agreement, as hereinafter defined)from time to time extended, and for one year after the Executive shall not directly date of termination of this Agreement, regardless of the reason for his or indirectly her termination, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or permit control of, be employed by, lend his or her name directly to, lend his or indirectly to be used by her credit to, or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal render services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends advice to be, engaged in any business which is in competition that competes with any the business of then being conducted by the Company, Holdco Company or any of their respective subsidiaries its franchisees or controlled affiliates in any geographic area in which subsidiaries, or that had been conducted by the Company, Holdco Company or any of their respective its franchisees or subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)during the prior 12 months; provided, however, that the foregoing will not prohibit the Executive from participating in may purchase or becoming associated with a person otherwise acquire up to three percent of any class of securities of any enterprise if (isuch securities are listed on any national or regional securities exchange or have been registered under Section 12(g) less than 10% of the consolidated gross revenues Securities Exchange Act of such person1934, together with its affiliatesas amended. The Executive agrees that, derive in consideration of the premises contained herein, he or she will not, during the term of this Agreement, as from activities time to time extended, and for one year after the date of termination of this Agreement, regardless of the reason for his or businesses that are in competition with her termination, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, directly or indirectly, solicit any business of the type being carried on by the Company or any of its franchisees or subsidiaries during the term of this Agreement (or controlled affiliates (any business of a “Competitive Business”similar type) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, from any Competitive Business that is conducted by such person or entity that was a division, group, customer of the Company or subsidiary its franchisees or affiliate of such person. For purposes subsidiaries during the term of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personperson . For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During For the Employment Period, and following termination of period commencing on the Executivedate that Employee’s employment with the CompanyCompany terminates, Holdco either voluntarily or involuntarily, and any of their affiliates, during ending on the “Restriction Period” third anniversary thereof (unless the Employee is terminated by the Company other than for Cause (as hereinafter defineddefined in Article III), in which case for the Executive period commencing on the date the Company terminates the Employee and ending on the first anniversary thereof) Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisornot, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of without the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if ’s prior written consent (i) less than 10% of own, manage, operate, control, or participate in the consolidated gross revenues of such personownership, together with its affiliatesmanagement, derive from activities operation or businesses that are in competition with any business of the Company control of, or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notbe connected, directly or indirectly, participate inas proprietor, become associated withpartner, or otherwise have responsibilities that relate to the conduct or operations ofstockholder (other than ownership of not more than 20% of any class of securities of a publicly traded entity which engages in a Competing Activity, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officerdefined herein), director, officer, executive, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeadvisor, consultant, independent contractor, consultantjoint venturer, investor or in any other capacity or manner whatsoever, with any entity which engages in any business which directly or indirectly competes with the “Business” of the Company, that being as defined in the asset purchase agreement referred to in recital B hereof(collectively, the “Competing Activity”), (ii) directly or indirectly as proprietor, partner, stockholder, director, officer, executive, employee, agent, advisor, provider of personal servicescreditor, consultant, joint venturer, investor or in any other capacity or manner whatsoever, solicit or hire directly or indirectly (in connection with or to be involved in any Competing Activity) any person employed in the Company or the Subsidiaries business on or after the date hereof, or (iii) directly or indirectly as proprietor, partner, stockholder, director, officer, executive, employee, agent, advisor, creditor, consultant, independent contractor, joint venturer, investor or owner in any other capacity or manner whatsoever, solicit directly or indirectly (other than by ownership of less than five percent in connection with any Competing Activity) any customers or accounts of the stock of a publicly-held corporation whose stock is traded Company existing on a national securities exchange or in an over-the-counter market)after the date hereof.

Non-Competition. During the Employment Period, and following termination of the ExecutiveEmployee’s employment with the Company, Holdco and Company or any of their affiliates, its Affiliates and during the “Restriction Period” one (as hereinafter defined)1) year period following the effectiveness of the termination of Employee’s employment by the Company or Employee for any reason, the Executive shall Employee will not, in any capacity (including, but not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an limited to, owner, partner, member shareholder, consultant, advisor, representativefinancier, agent, promoteremployee, independent contractorofficer, provider of personal services director, manager or otherwise) ), directly or indirectly, for Employee’s own account or for the benefit of any natural person, corporation, partnership, firmtrust, association estate, joint venture, sole proprietorship, association, cooperative or other enterprise or entity (any of the foregoing, a “personPerson”) that is), establish, engage in, finance, advise, work for, or intends to bebe connected with, engaged in any business which is in competition with any business except as an employee of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any country, State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business of or have conducted business during Employee’s employment with the Company or any of its subsidiaries or controlled affiliates Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) and nothing in this Section 7(b) shall preclude Employee from serving in any capacity (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interesti.e., whether as an officer, director, employee, partner, sole proprietorprincipal, trusteemember, beneficiaryinvestor, agentconsultant or otherwise) to or in respect of a business or entity (including, representativewithout limitation, independent contractoran investment trust or investment partnership) that provides investment services or is otherwise engaged in the business of investing capital for third parties, consultantor any manager or affiliate of any of the foregoing (any such entity, advisor, provider of personal manager or affiliate hereafter called an “Investment Firm”) or that provides legal or accounting services, creditorso long as Employee does not have personal, direct and material responsibilities for the day to day operations of any Competitive Business in which such Investment Firm has made or owner directed an investment, and (other than by ownership of less than five percent of B) this Section 7(b) shall not apply, and therefore Employee shall not be subject to any covenant in this Section 7(b), in the stock event that, within one (1) year following the effectiveness of a publicly-held corporation whose stock Change in Control (I) Employee is traded on terminated by the Company during or following the Term without Cause or employee resigns Employee’s employment for Good Reason or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a national securities exchange or in an over-the-counter market)time that the Company has no basis to terminate Employee with Cause.

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During the Employment Period, and following termination period of the Executive’s employment with and through the Companysecond (2nd) anniversary of the Termination Date (such period, Holdco and any of their affiliates, during the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not not, either directly or indirectly participate (and whether or not for compensation) (i) engage in the Business for the Executive’s own account in any state of the United States and in any other country, in each case as of the Termination Date, in which the Employer Group (1) then conducts business, (2) has plans to conduct business within the Restricted Period or permit his name directly (3) has taken meaningful steps designed to conduct business in the future, even if the Employer Group’s plan to conduct business in such country would commence after the expiration of the Restricted Period (the “Restricted Territory”), (ii) render any services to or indirectly to be used by for any person or entity engaged in the Business in any part of the Restricted Territory, (iii) acquire a financial interest in, or otherwise become associated with (including actively involved with, any person or entity engaged in the Business in any part of the Restricted Territory, as an advisorindividual, representativepartner, stockholder, member, officer, director, employee, principal, agent, promotertrustee or consultant, independent contractoror (iv) interfere with business relationships between the Employer Group or any direct or indirect parent or subsidiary thereof (each, provider of personal services a “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees, clients or otherwise) suppliers of, or consultants to, any personProtected Party, corporationon the other hand. Notwithstanding anything to the contrary in this Agreement, partnershipthe Executive may, firmdirectly or indirectly, association own, solely through passive ownership as a portfolio investment (with no director designation rights or other enterprise or entity (a “person”) that isspecial governance rights), or intends to be, securities of any person engaged in any business the Business which is in competition with any business of the Company, Holdco are publicly traded on a national or any of their respective subsidiaries regional stock exchange or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit over-the-counter if the Executive from participating in or becoming associated with a person if (i) less than 10% is not a controlling person of, or a member of the consolidated gross revenues of a group which controls, such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own 2% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Restricted Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company or an affiliate or successor of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any of their respective subsidiaries person, firm, corporation or controlled affiliates business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any geographic area in which line of business conducted by the Company, Holdco Company or any actively pursued by the Company on the date of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business the Executive's termination of employment (a “Competitor”the "Business"); provided, however, that the foregoing will shall not prohibit preclude the Executive from participating being employed or retained by a Person (as defined below), which, among its activities, engages in or becoming associated activities that compete directly with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) Business as so long as the Executive does notnot provide as part of his principal management responsibilities, any services to such Person's subsidiaries or divisions that compete directly with the Business and the Executive does not disclose or indirectly, participate in, become associated with, or otherwise have responsibilities that relate make use of Confidential Information relating to the conduct or operations ofCompany. Notwithstanding the foregoing, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For nothing in this Agreement shall prevent the Executive from owning for passive investment purposes of not intended to circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in an over-the-counter marketconjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During In return for employment in the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatescapacity set forth under this Agreement, during the “Restriction Period” (as hereinafter defined)Employment Term and, in the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business event of the Companytermination of this Agreement pursuant to the provisions of Section 5(a)(ii) hereof, Holdco or any for a period of their respective subsidiaries or controlled affiliates in any geographic area in which the Companytwelve (12 months) thereafter, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Employee shall not, directly or indirectly, participate in(i) in any capacity whatsoever, become associated either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such a person or a divisionagency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, group, nothing herein shall prohibit Employee from owning 5% or subsidiary or affiliate less of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock securities of a publicly-held corporation whose stock is traded competitor engaged in the electronic media computer software or servicing business if such securities are listed on a national nationally recognized securities exchange or in an traded over-the-counter marketon the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliates or related entities, any supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee.

Non-Competition. During the Employment Period, and following termination In consideration of Buyer’s purchase of the ExecutiveAssets including Seller’s employment with Business (and the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedgoodwill associated therewith), the Executive shall not President of the Seller covenants to Buyer that, for a period of five (5) years from the Closing Date, he nor any Related Person shall, without the prior written consent of Buyer (which consent may be given or withheld in the sole discretion of Buyer), directly or indirectly participate (in or permit his name directly or indirectly to be used by or become associated with (any capacity, including as an advisora General Partner, representativepartner, agentmember, promoterinvestor, independent contractormanager, provider lender, principal, director, officer, employee, consultant, contractor or agent of personal services any other person or otherwiseentity): (a) own, manage, control, participate or engage in, or have any person, corporation, partnership, firm, association or financial interest in any other enterprise person or entity that engages in, the business or operations of designing, developing, manufacturing, processing, fabricating, testing, servicing, maintaining, supporting, replacing, refurbishing, retrofitting, distributing, licensing, providing, installing, marketing, selling, consulting on or otherwise dealing with a Competing Product (each individually and collectively referred to as a “person”_Competing Business_) within the geographic area consisting of each country, state, region, or locality in which Seller has carried on its business, which area the parties agree is, and stipulate to be, a worldwide business area including, but not limited to, the United States, Canada, and Mexico (the _Covered Area_), (b) solicit, influence, or attempt to solicit or influence, any customer, or any person or entity that is, or intends within the eighteen-month period preceding the date of such activity was, a purchaser of goods of services from either Buyer or any Affiliate of Buyer to purchase a Competing Product (defined below) from any person or entity other than the Buyer or an Affiliate of Buyer or (c) employ, or recruit or solicit for employment, any person who is an employee of Buyer or any Affiliate of Buyer (or was an employee of Buyer at any time within the 6-month period preceding the subject act of solicitation recruitment or employment). As used in this Agreement, a _Competing Product_ means products and services that are either the same as or similar to the products and services offered by Seller, which products and services the parties agree are, and stipulate to be, engaged any form of leasing, selling or servicing of truck trailers. _Affiliate_ means any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with Seller, President or Buyer, as the case may be. As used in any business which is in competition with any business the definition of Affiliate, _control_ and derivatives of that term mean the Company, Holdco or any power to dictate the management policies of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such personor organization, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted whether by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent voting securities or otherwise. _Related Person_ means an Affiliate of the stock of a publicly-held corporation whose stock is traded on a national securities exchange either Seller or in an over-the-counter market)President.

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco Company and of its present or any of their respective future subsidiaries or controlled affiliates and accordingly agrees as follows: During his employment and for a twelve (12) month period commencing from the Date of Termination, Executive will not, directly or indirectly, (a) engage in any geographic area in which business for Executive’s own account that competes with the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its present or future subsidiaries or controlled affiliates (including, without limitation, businesses which the Company or its present or future subsidiaries or controlled affiliates has specific plans to conduct in the future and as to which Executive is aware of such planning prior to the Date of Termination), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, (c) acquire a “Competitive Business”financial interest in any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or its present or future subsidiaries or controlled affiliates, on the one hand, or any of its customers, suppliers, partners, members or investors of the Company or its present or future subsidiaries or controlled affiliates, on the other hand. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its present or future subsidiaries or controlled affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own one percent (1%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During his employment, Executive will not, directly or indirectly, (a) engage in any business for Executive’s employment own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate, would be “in competition with the business of the Company” or its subsidiaries or controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s Employee's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive Employee shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Employee's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Employee is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Employee's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, howeverthe Employee may, that directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Employee is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During the Employment Period, Each Member that is an Employee agrees that during such employment and for 18 months following termination of such employment, and each other Member (other than Employees) agrees that until the Executive’s employment with earlier to occur of (i) 18 months after the Companydate such Member no longer has a Membership Interest and (ii) twelve (12) months following the consummation of a Drag-Along Transaction (as applicable, Holdco and any of their affiliates, during the “Restriction Non-Competition Period” (as hereinafter defined”), the Executive shall not except for Permitted Activities, such Member will not, directly or indirectly participate in indirectly, either individually or permit his name directly or indirectly to be used by or become associated with (including as an advisora principal, owner, partner, agent, representative, agentconsultant, promoter, independent contractor, provider employee, or as a director or officer of personal services or otherwise) any personcompany, corporation, partnership, firm, association partnership or other enterprise or entity (a “person”) that isassociation, or intends to be, engaged in any business which is in competition with any business other manner or capacity whatsoever, except on behalf of the Company, Holdco its Subsidiaries, PubCo (and any successor or any assign of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (iPubCo) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or controlled affiliates otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its knowledge to any employment, work, business, or endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a “Competitive Business”) passive investment, securities of a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of or a member of a group which controls such entity and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own beneficially or otherwise have responsibilities that relate to the conduct or operations of, of record more than one percent (1.0%) of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Person.

Non-Competition. During the Employment Period, Each Member that is an Employee agrees that during such employment and for 18 months following termination of employment, and each other Member (other than Employees) agrees that until the Executive’s employment with earlier to occur of (i) 18 months after the Companydate such Member no longer has a Membership Interest and (ii) twelve (12) months following the consummation of a Drag-Along Transaction (as applicable, Holdco and any of their affiliates, during the “Restriction Non-Competition Period” (as hereinafter defined”), the Executive shall not except for Permitted Activities, such Member will not, directly or indirectly participate in indirectly, either individually or permit his name directly or indirectly to be used by or become associated with (including as an advisora principal, owner, partner, agent, representative, agentconsultant, promoter, independent contractor, provider employee, or as a director or officer of personal services or otherwise) any personcompany, corporation, partnership, firm, association partnership or other enterprise or entity (a “person”) that isassociation, or intends to be, engaged in any business which is in competition with any business other manner or capacity whatsoever, except on behalf of the Company, Holdco its Subsidiaries, PubCo (and any successor or any assign of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (iPubCo) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or controlled affiliates otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Managing Member, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its knowledge to any employment, work, business, or endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a “Competitive Business”) passive investment, securities of a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of or a member of a group which controls such entity and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own beneficially or otherwise have responsibilities that relate to the conduct or operations of, of record more than one percent (1.0%) of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Person.

Non-Competition. During The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees that, during the Term of Employment and for a period of one (1) year thereafter (the "Restricted Period"), and following termination of the Executive’s employment with Employee shall not (i) in any geographical area in the United States or in those foreign countries where the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Term of Employment, the Executive shall not conducts or proposes to conduct business or initiates activities, engage or participate in, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to any business which is, or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic cross-linking of macro-molecules, and such other than specific technologies in which the Company has, during the Term of Employment or any earlier period of employment by ownership the Company or any predecessor of the Company, initiated significant plans to develop products, (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment or any earlier period of employment by the Company or any predecessor of the Company (except in connection with the performance of the duties and obligations of the Employee during the Term of Employment), (iii) solicit any officer, director, employee, consultant or agent of the Company to become an officer, director, employee, consultant or agent of the Employee, his respective affiliates or anyone else if such participation would be competitive with any aspect of the Company's business; and (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly traded in an the over-the-counter market)market shall not constitute a violation of the foregoing provision.

Non-Competition. During In consideration of this Agreement, the Employment Participant covenants and agrees that during the Restricted Period, and following termination the Participant shall not, subject to this Section 12, without the express written approval of the Executive’s employment with Board of Directors of the Company, Holdco and any of their affiliates, during Company (other than the “Restriction Period” (as hereinafter definedParticipant), the Executive shall not directly or indirectly participate indirectly, in one or permit his name directly a series of transactions, own, manage, operate, control, invest or indirectly to be used by or become associated with (including acquire an interest in, whether as an advisora proprietor, representativepartner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association representative or other enterprise or entity (a “person”) that isparticipant, or intends to beotherwise engage or participate in, engaged in whether as a proprietor, partner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, any business which is competes, directly or indirectly, with the Business in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates Market (a “Competitive Business”) and without regard to (i) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (ii) whether any of the Executive does notactivities of the Participant referred to above occur or are performed within or without the Market or (iii) whether the Participant resides, or reports to an office, within or without the Market; provided, however, that (x) the Participant may, anywhere in the Market, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person in one or a divisionseries of transactions, groupown, invest or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as acquire an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner interest in up to two percent (other than by ownership of less than five percent 2%) of the capital stock of a publicly-held corporation whose capital stock is traded on publicly, (y) Participant may be employed by an entity which has a national business unit or a subsidiary that is engaged in a Competitive Business, and may hold equity securities exchange of such entity issued in connection with such employment, if (1) the revenues derived by such entity from such Competitive Business (as determined by reference to the audited financial statements of such entity for the most recent fiscal year ending prior to the date of determination) constitute less than twenty percent (20%) of the total combined revenues of such entity and its subsidiaries and (2) the Participant does not have direct management responsibility for the subsidiary or business unit of such entity that is engaged in an over-the-counter market)such Competitive Business, and (z) the Participant may accept employment or service with a successor company to the Company.

Non-Competition. During Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Employment Periodbusinesses, operations, plans and strategies of the Company and its subsidiaries. Executive hereby covenants and agrees that during the term of this Agreement and any period thereafter during which he is receiving payments or benefits pursuant to Subsections 7(c)(i)-(ii) and 7(c)(i)-(iv) (but in no event longer than two (2) years following Executive’s termination of the Executive’s employment with the Companyemployment) hereof, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall he will not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated compete with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personsubsidiaries. For purposes of this Agreement, the term “participatecompete with the business of the Company and its subsidiaries” includes shall include Executive’s participation in any direct operations whose primary business competes with any business now conducted by the Company or indirect interestits subsidiaries, including the sale or rental of menswear (including formalwear), men’s accessories or men’s shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise, dry cleaning or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, employeejoint venturer, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider agent or holder of personal services, creditor, or owner an interest (other than by ownership except as a holder of a less than five percent 1% interest in a publicly traded entity or mutual fund) of any individual, corporation, association, partnership, joint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to the United States, Canada, the United Kingdom and any other country in which Executive would be competing with the business of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Company or its subsidiaries as set forth in an over-the-counter marketthis Section 9(a).

Non-Competition. During the Employment Perioda. The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 12(b), during the “Restriction Period” term of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination for any reason of his employment under this Agreement, he will not, directly or indirectly and in any way, whether as principal or as director, officer, employee, consultant, agent, partner or stockholder to another entity (other than by the ownership of a passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business competing with any business of the Companies in which the Executive participated during the two years immediately preceding such termination, (ii) interfere with, solicit on behalf of another or attempt to entice away from the Companies (or any affiliate or subsidiary of any Company) (x) any project, financing or customer that any Company (or any affiliate or subsidiary of any Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by any Company (or any affiliate or subsidiary of any Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Company (or any affiliate or subsidiary of any Company) is actively negotiating with any other party, or (z) any prospective business opportunity that any Company (or any affiliate or subsidiary of any Company) has identified at the time of termination as hereinafter definedbeing actively pursued by such Company, or (iii) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Companies (or any affiliate or subsidiary of any Company), or any employee of any person, firm or other entity, the employees of which any Company (or any affiliate or subsidiary of any Company) has agreed not to hire or endeavor to hire. b. In the event that prior to the end of the Term the Executive's employment is terminated by the Company pursuant to Section 10(a), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly have the option, exercisable at any time by notice to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco to be relieved of his obligations under clause (i) of Section 12(a), but not clauses (ii) and (iii) of Section 12(a). Upon the giving of such notice by the Executive, the Company shall be relieved and discharged of all payment obligations to the Executive arising under Section 10(a) and payable on or any after the date of their respective subsidiaries such notice. c. Because of the Executive's knowledge of the Companies' business, in the event of the Executive's actual or controlled affiliates in any geographic area in which threatened breach of the Companyprovisions of this Section 12, Holdco or any of their respective subsidiaries or controlled affiliates operatethe Companies shall be entitled to, compete or are engaged in such business or at such time intend so to operateand the Executive hereby consents to, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit an injunction restraining the Executive from participating in or becoming associated with a person if (i) less than 10% any of the consolidated gross revenues foregoing. However, nothing herein shall be construed as prohibiting the Companies from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 12 are necessary and reasonable to protect the Companies in the conduct of its business. If any restriction contained in this Section 12 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the extent, duration, and geographic scope of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate restriction shall be deemed to be reduced to the conduct or operations offullest extent, any Competitive Business that is conducted duration and geographic scope permitted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)law and enforceable.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the ExecutiveEmployee’s employment with by the CompanyCompany (for any reason) the Employee shall not, Holdco and whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of their affiliatesthe Company or a subsidiary, during the “Restriction Period” (as hereinafter defined)organize, the Executive shall not directly or indirectly establish, own, operate, manage, control, engage in, participate in or in, invest in, permit his name directly or indirectly to be used by by, act as a consultant or become associated advisor to, render services for (alone or in association with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association corporation or other enterprise business organization), or otherwise assist any person or entity (a “person”) that isengages in or owns, invests in, operates, manages or intends controls any venture or enterprise which engages or proposes to be, engaged engage in any the reinsurance business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such other business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of conducted by the Company or any of its subsidiaries on the date of the Employee’s termination of employment or controlled affiliates within twelve (a 12) months of the Employee’s termination of employment for which the Employee has performed services, in each case, in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business(es) (the “Competitive Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate owning for passive investment purposes not intended to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded common equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership), and (b) serving as an over-the-counter market)employee, consultant or advisor (or other similar capacity) to an entity engaged in the Business for a unit, division, affiliate or department of such entity that does not engage in the Business in any material respect, so long as the Employee is not directly or indirectly involved in the Business activities performed by such entity.

Non-Competition. During the Employment Period, term of Executive's employment and following for --------------- two years after any termination of employment, or if longer, for so long as Executive is entitled to the Executive’s employment payment of amounts determined in accordance with the CompanySection 3.1 hereof, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate indirectly: (i) engage anywhere in the world, in (a) the manufacture, assembly, design, development, distribution or permit his name directly marketing of or indirectly research with respect to be used by any product, equipment or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services service substantially similar to or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any product, equipment or service which at any time during the term of such employment or the immediately proceeding 12-month period has been manufactured, sold, distributed or provided by Company or any product, equipment or service which Company was developing during such period for future manufacture, sale or distribution or (b) the provision of any service substantially similar to or in competition with any service offered by Company at any time during such period; (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity considering engaging in any such activities or so engaged; (iii) seek in competition with the business of Company to procedure orders from or do business with any customer or Company; (iv) solicit, or contact with a view to the engagement or employment by, any person or entity of any person who is an employee of Company; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of Company) any person or entity who has been contracted with or engaged to manufacture, Holdco assemble, supply or deliver products, goods, materials or services to Company; or (vi) engage in or participate in any effort to act to induce any of the customers, associates, consultants, and employees of Company or any of their respective subsidiaries or controlled its affiliates in to take any geographic area in action which the Company, Holdco might be disadvantageous to Company or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)its affiliates; provided, however, that the foregoing will not nothing herein shall prohibit the Executive and his affiliates from participating owning, as passive investors, in or becoming associated with a person if (i) less the aggregate not more than 105% of the consolidated gross revenues outstanding publicly-traded stock of such person, together with its affiliates, derive from activities or businesses that are in competition with any business corporation so engaged. The duration of the Company or any Executive's covenants set forth in this Section shall be extended by a period of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) time equal to the number of days, if any, during which the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent in violation of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)provisions hereof.

Non-Competition. (a) During any period in which the Employment PeriodExecutive serves as an employee of American Prepaid and for the greater of (i) the period Executive continues to receive Separation Pay, and following or (ii) a period of one (1) year after the date of termination of the Executive’s 's employment with at any time, regardless of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)circumstances thereof, the Executive shall not not, without the express written consent of American Prepaid, directly or indirectly participate in or permit his name directly or indirectly to indirectly, engage, participate, invest in, be used employed by or become associated with (including assist, whether as an advisorowner, representativepart-owner, agentshareholder, promoterpartner, independent contractordirector, provider of personal services officer, trustee, employee, agent or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isconsultant, or intends to be, engaged in any business which is other capacity, any Person other than American Prepaid and its Affiliates whose activities, products, and/or services are in competition with the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) hiring or attempting to hire for or on behalf of any business Person in the Designated Industry any officer, Employee, or Affiliated Person of the Company, Holdco American Prepaid or any of their respective subsidiaries its Affiliates, (ii) encouraging for or controlled affiliates on behalf of any such Person in the Designated Industry any geographic area in which the Companyofficer, Holdco Employee, or Affiliated Person to terminate his or her relationship or employment with American Prepaid or any of their respective subsidiaries its Affiliates, (iii) soliciting for or controlled affiliates operate, compete on behalf of any such Person in the Designated Industry any customer of American Prepaid or are engaged any of its Affiliates and (iv) diverting to any such Person in such business the Designated Industry any customer of American Prepaid or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)any of its Affiliates; provided, however, that the foregoing will not prohibit nothing herein shall be construed as preventing the Executive from participating making passive investments in or becoming associated with a person Person in the Designated Industry if (i) less than 10% of the consolidated gross revenues securities of such person, together with its affiliates, derive from activities or businesses that Person are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) publicly traded and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of investment constitutes less than five percent of the outstanding shares of capital stock or comparable equity interests of such Person. As of the effective date of employment, the Executive is not performing any other duties for, and is not a publicly-held corporation whose stock is traded on a national securities exchange party to any similar agreement with, any Person competing with American Prepaid or in an over-the-counter market)any of its affiliates.

Non-Competition. During (a) Executive hereby agrees that for a period of six months following the Employment PeriodTermination Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing he will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, in any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interestway, whether as an principal or as director, officer, director, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partner or owner stockholder to another entity (other than by the ownership of less a passive investment interest of not more than five percent 5% in a company with publicly traded equity securities), (i) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business competing with any business of Company in which he participated during the stock two years immediately preceding the Termination Date, or (ii) interfere with, solicit on behalf of another or attempt to entice away from Company (or any affiliate or subsidiary of Company) (x) any project, financing or customer that Company (or any affiliate or subsidiary of Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by Company (or any affiliate or subsidiary of Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that Company (or any affiliate or subsidiary of Company) is actively negotiating with any other party, or (z) any prospective business opportunity that Company (or any affiliate or subsidiary of Company) has identified. Executive hereby further agrees that for a period of one year following the Termination Date, he will not, directly or indirectly, in any way, whether as principal or as director, officer, employee, consultant, agent, partner or stockholder to another entity (other than by the ownership of a publicly-held corporation whose stock is passive investment interest of not more than 5% in a company with publicly traded on a national securities exchange equity securities), for himself or another, hire, attempt to hire, or assist in an over-the-counter marketor facilitate in any way the hiring of any employee of Company (or any affiliate or subsidiary of Company), or any employee of any person, firm or other entity, the employees of which Company (or any affiliate or subsidiary of Company) has agreed not to hire or endeavor to hire.

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be emplgyed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During For the Employment Periodperiod of three years from the Closing Date, and following termination Seller shall not, directly or indirectly through or in association with any non-party Person or otherwise, in any country, state, territory, jurisdiction, venue, city or town (collectively a “Jurisdiction”) where Buyer, QSGI or any of its Affiliates conducts, engages in or solicits business directly from customers or potential customers (collectively “Conducts Business”), (i) engage in, sell or provide any services which are the Executive’s employment with same or similar to services sold or provided by the Company in any Jurisdiction where the Company, Holdco and QSGI, or any of their affiliatesits Affiliates Conducts Business; (ii) own or acquire any interest in any Person which is engaged in the same business as the Company, Buyer, QSGI or any of its Affiliates, or any business competitive with the business as the Company, Buyer, QSGI or any of its Affiliates, in any Jurisdiction where the Company, Buyer, QSGI or any of its Affiliates Conducts Business; (iii) attempt to solicit any customers of the Company, Buyer or QSGI, or any customers of a business described in clause (ii) engaged in by its Affiliates; (iv) act as a consultant or advisor, or loan or otherwise provide funds or assistance of any sort, to any non-party Person who is or is attempting to engage in any of the activities listed in (i) through (iii) hereof in any Jurisdiction where the Company, Buyer, QSGI or any of its Affiliate Conducts Business; (v) take any action which may reasonably be expected to impair the relationship between the Company, Buyer, QSGI or any of its Affiliates and its customers or vendors, or other non-party Persons having relationships with, the Company with respect to any of the activities listed in (i) through (iii) above; (vi) prepare to engage in any business or activity proscribed in (i) through (v) above; or (vii) engage, employ, recruit or solicit any employee of the Company, Buyer, QSGI or any of its Affiliates during the “Restriction Period” (as hereinafter defined)period such person is an employee of the Company, Buyer, QSGI or any of its Affiliates plus one year after the Executive date on which such person ends his or her employment by the Company, Buyer or any of its Affiliates. It is the intent of the parties that Seller shall not directly or indirectly participate compete with Buyer or QSGI, inclusive of its Affiliates, in any country, state, territory, jurisdiction, venue, city or permit his name town to which, in which or form which, Buyer or QSGI, inclusive of its Affiliates, conducts business or solicits business directly from customers or indirectly potential customers. If this clause is determined to be used overbroad by a court of competent jurisdiction, the parties agree that said court shall interpret the restrictions imposed herein in the broadest sense and application to allow for enforceability. Nothing in this Section shall limit Seller’s separate obligations with respect to non-competition contained in the Riconda Employment Agreement or become associated with any employment agreement in substitution or replacement therefor, provided that a breach by Seller of his covenants in the Riconda Employment Agreement or such other employment agreement shall not in and of itself constitute a breach of this Agreement. Notwithstanding the foregoing, (including as an advisor, representative, agent, promoter, independent contractor, provider A) the following activities of personal services Seller shall not constitute a breach or otherwiseviolation of any covenant of Seller contained in this Section 10.7 or the Riconda Employment Agreement: (1) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business the conduct by Seller of the CompanyeSchool Business, Holdco or any and the hiring of their respective subsidiaries or controlled affiliates Company employees, as provided in any geographic area in which Section 7.5, (2) the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business ownership and operation by Seller of the Company and its business following the occurrence of a default under, and as permitted by, the Pledge Agreement or any the Security Agreement, and the exercise of its subsidiaries Seller’s rights with respect to the collateral thereunder, (3) investments in real estate or controlled affiliates (a “Competitive Business”) other assets that are not owned or used by, or passive investments in, other businesses which do not compete with the Company or QSGI, inclusive of their Affiliates, as prohibited above in this Section 10.7, and (ii4) the Executive investments in companies whose securities are publicly quoted, listed or traded, provided Employee’s ownership does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner not exceed five (other than by ownership of less than five 5%) percent of the outstanding capital stock or other equity interests of a publicly-held corporation whose stock is traded on a national securities exchange such company; and (B) the restrictions imposed in this Section 10.7 shall cease to be in force immediately upon the occurrence of both of the following events and at all times thereafter: (1) termination of employment under the Riconda Employment Agreement by Employee with or without Good Reason or by the Employer with or without Cause (as such capitalized terms are defined therein), and (2) either or both of (a) the occurrence of an Event of Default (subject to any period of notice and the expiration of any applicable cure period) under and as set forth in an over-the-counter market)the Convertible Note, and (b) failure by Buyer, QSGI or any QSGI Entity (as defined in the Riconda Employment Agreement) to make any payment (whether in cash or Common Stock) to Seller when due under or pursuant to this Agreement or any other Related Agreement, which failure shall continue unremedied for thirty (30) days after written notice to Buyer or QSGI from Seller.

Non-Competition. During the Employment Period, and following termination In consideration of the Executive’s employment with agreements and timely payments of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Company provided for herein, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with agrees that for a period of eighteen (including as an advisor18) months from the date of this Agreement, representativehe will not, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written permission of the Company, Holdco directly or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Companyindirectly, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% enter into the employ of the consolidated gross revenues of such or render any services to any person, together firm, or corporation engaged in the manufacture or sale of products currently manufactured or distributed by the Company or its subsidiaries or divisions, which directly or indirectly compete with its affiliates, derive from activities or businesses that are in competition with any the business of the Company or any of its such divisions and subsidiaries or controlled affiliates (a “"Competitive Business”") (unless such person, firm or corporation conducts at least some business which does not constitute a Competitive Business and Executive is solely employed by, or renders services to business(es) that is (are) not a Competitive Business); (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, engage in any Competitive Business that is conducted by such person for his own account; (iii) become associated with or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes interested in any direct or indirect interest, whether Competitive Business as an officerindividual, partner, shareholder, creditor, director, officer, principal, agent, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisoradvisor or in any other relationship or capacity (unless such business, provider of personal servicesperson or company conducts at least some business which does not constitute a Competitive Business and Executive is solely associated with or interested in business(es) which is (are) not a Competitive Business); or (iv) solicit, creditorinduce or entice, or owner (cause any other than by ownership of less than five percent person or entity to solicit, induce or entice to leave the employ of the stock Company any person who was employed or retained by the Company on the Termination Date. However, nothing in this Agreement shall preclude Executive from investing his personal assets in the securities of any corporation or other business entity which is engaged in a publicly-held corporation whose stock is business competitive with that of the Company if such securities are traded on a national securities stock exchange or in an the over-the-counter market)market and if such investment does not result in his beneficially owning, at any time, more than five percent (5%) of the publicly-traded equity securities of such competitor. Nothing in this Agreement shall preclude Executive from retaining his position or membership in trade associations and professional organizations.

Non-Competition. During In return for employment in the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatescapacity set forth under this Agreement, during the “Restriction Period” (as hereinafter defined)Employment Term and, in the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business event of the Companytermination of this Agreement pursuant to the provisions of Section 5(a)(ii) hereof, Holdco or any for a period of their respective subsidiaries or controlled affiliates in any geographic area in which the Companytwelve (12 months) thereafter, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Employee shall not, directly or indirectly, participate in(i) in any capacity whatsoever, become associated either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such a person or a divisionagency engaged in the electronic media computer software and servicing business (notwithstanding the immediately preceding clause, group, nothing herein shall prohibit Employee from owning 5% or subsidiary or affiliate less of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock securities of a publicly-held corporation whose stock is traded competitor engaged in the electronic media computer software and servicing business if such securities are listed on a national nationally recognized securities exchange or in an traded over-the-counter marketon the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliates or related entities, any supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee.

Non-Competition. During Without the Employment Periodconsent in writing of the Board of Directors of Employer (the “Board”), Employee will not, at any time during employment and for the eighteen (18) months following termination of employment by the ExecutiveEmployer for Cause or the Employee’s employment voluntary termination, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he or she has been directly engaged on behalf of the CompanyEmployer or any affiliate, Holdco and any of their affiliatesor has supervised as an executive thereof, during the “Restriction Period” prior two-year period (as hereinafter definedor, if earlier, the two-year period ending on the date of Employee’s termination), the Executive shall not directly or indirectly participate which was engaged in or permit his name directly planned by the Employer or indirectly to be used by or become associated with an affiliate at the relevant time (including as an advisorof, representativeif earlier, agentat the time of Employee’s termination of employment), promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business was conducted or at such time intend so planned to operate, compete or become engaged in such business be conducted; (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (iii) less than 10% induce any customers of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company Employer or any of its subsidiaries affiliates with whom Employee has had contacts or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notrelationships, directly or indirectly, participate induring and within the scope of his or her employment with the Employer or any of its affiliates, become associated withto curtail or cancel their business with the Employer or any such affiliate; (iii) induce, or otherwise have responsibilities that relate attempt to the conduct or operations ofinfluence, any Competitive Business that is conducted by such person employee of the Employer or a divisionany of its affiliates to terminate employment; or (iv) solicit, group, hire or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether retain as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, employee or independent contractor, consultantor assist any third party in the solicitation, advisor, provider of personal services, creditorhiring, or owner retention as an employee or independent contractor, any person who during the previous twelve (12) months was an employee of the Employer or any affiliate and provided further, that activities engaged in by or on behalf of the Employer are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other than by subparagraphs. It is agreed that the ownership of less not more than five one percent of the stock equity securities of a publicly-held corporation whose stock is traded any company having securities listed on a national securities an exchange or regularly traded in an the over-the-counter market)market shall not, of itself, be deemed inconsistent with clause (i) of this Section 1. This Section 1 of the Restrictive Covenants Agreement shall not apply in the event that the Employee is terminated by the Employer for any reason other than for Cause or termination for Good Reason by the Employee, except during any period in which the Employee is receiving severance payments from the Employer.

Non-Competition. During (A) If FirstMerit satisfies the Employment Periodconditions set forth in Section 12.3(B) below, and following then, for a period after termination or expiration of this Agreement equal to twenty four (24) months, regardless of whether such termination is by FirstMerit with or without Cause or the Executive’s employment Executive with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)or without Good Reason, the Executive shall not (except as an officer, director, employee, agent or consultant of FirstMerit) directly or indirectly indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isin connection with, or intends to be, be otherwise connected in any manner with any business or enterprise that is actively engaged in any business which is in competition with any business of the Company, Holdco FirstMerit or any of their respective its subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company FirstMerit or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) does business on the Termination Date; PROVIDED that the foregoing restriction shall not be construed to prohibit the ownership by the Executive does notof not more than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate having a class of securities registered pursuant to the conduct or operations ofSecurities Exchange Act of 1934, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which securities are publicly owned and regularly traded on a any national securities exchange or in an the over-the-counter market), PROVIDED, FURTHER, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. During For eighteen (18) months following the Employment PeriodSeparation Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries Company or controlled affiliates in with respect to any geographic area in which the Company, Holdco or any of their its respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive Company does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During her employment, Executive will not, directly or indirectly, (a) engage in any business for Executive’s employment own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate, would be “in competition with the business of the Company” or its subsidiaries or controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: During his employment, Executive will not, directly or indirectly, (i) engage in any business for Executive’s employment 's own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (ii) enter the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (iii) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to the age groups between eleven (11) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate, would be "in competition with the business of the Company" or its subsidiaries or controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Employment PeriodTerm and, and for a period of (x) six months following termination the date the Company terminates Executive's employment for Cause or (y) one year following the date Executive ceases to be employed by the Company for any other reason (other than as a result of the natural expiration of the Employment Term), Executive will not, whether on Executive’s employment 's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) engage in any business that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) (a "Competitive Business"); (ii) enter the employ of, or render any services to, any person or entity (or any division of their affiliatesany person or entity) who or which engages in a Competitive Business including, during the “Restriction Period” without limitation, any person or entity who or which derives more than 5% of its annual revenues from any Competitive Business (as hereinafter definedor which is part of a controlled group of corporations which derives more than 5% of its annual revenues from any Competitive Business); (iii) acquire a financial interest in, the Executive shall not or otherwise become actively involved with, any Competitive Business, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, as an advisorindividual, representativepartner, shareholder, officer, director, principal, agent, promoter, independent contractor, provider of personal services trustee or otherwiseconsultant; or (iv) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isinterfere with, or intends attempt to beinterfere with, engaged in any business which is in competition with any business relationships (whether formed before, on or after the date of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (ithis Agreement) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of between the Company or any of its subsidiaries affiliates and customers, clients, suppliers, partners, members or controlled investors of the Company or its affiliates. (2) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own 5% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes (3) During the Employment Term and, for a period of eighteen months following the date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; (ii) solicit the employment or services of any employee who left the employment of the Company or its affiliates coincident with, or within three months prior to or after the termination of, Executive's employment with the Company; (iii) hire any such employee (other than any employee who is related to Executive by blood or by marriage) who was employed by the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company; or (iv) Compete for any real property that the Company had investigated, conducted due diligence on, conducted research into, performed a feasibility analysis on, entered into an option to purchase, entertained entering into a letter of intent or an option to purchase, or otherwise expressed an interest in purchasing at any time within one year prior to the termination of Executive's employment with the Company. (4) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (5) Notwithstanding anything to the contrary contained in this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider provisions of personal services, creditor, or owner sub clause (other than by ownership 1) of less than five percent this Section 8(a) shall be restricted to those states within the southeast region of the stock United States in which the Company operates and all other areas in which the Executive has performed significant services for the Company. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of a publicly-held corporation whose stock competent jurisdiction that the time or territory or any other restriction contained in this Agreement is traded on a national securities exchange an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in an over-the-counter market)this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. 9.

Non-Competition. During the Employment Period and for an additional period of six (6) months following the date of such termination or the expiration of this Agreement, (the "Restricted Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined"), the Executive shall will not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any affiliate thereof) directly or indirectly indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isin connection with, or intends to be, engaged be otherwise connected in any business which is in competition manner with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% any business or enterprise engaged within any portion of the consolidated gross revenues United States or Canada (whether or not such business is physically located within the United States or Canada) in the design, development, manufacture, distribution, lease, rental or sale of such personany products, together with its affiliatesor the provision of any services, derive from activities or businesses that are in competition with any business of which the Company or any of its subsidiaries affiliates was designing, developing, manufacturing, distributing, leasing, renting, selling or controlled affiliates (a “Competitive Business”) providing at any time up to and including the date of termination of this Agreement or (ii) any business which is competitive with the business carried on or planned by the Company or any of its affiliates at any time during the period of the Executive's employment by the Company, unless the Executive does notshall have obtained the prior written consent of the Board, directly or indirectlyprovided that the foregoing restriction shall not be construed as prohibiting the ownership by the Executive of not more than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, participate in, become associated with, or otherwise have responsibilities that relate having a class of securities registered pursuant to the conduct or operations ofSecurities Exchange Act of 1934, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which securities are publicly owned and regularly traded on a any national securities exchange or in an the over-the-counter market); provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing. Each of the parties expressly acknowledges and understands that twenty five percent (25%) of the incremental compensation to be paid to Executive hereunder has been specifically negotiated and agreed to be paid as special consideration such that the foregoing non-competition provisions of this Section 10 shall be fully binding from inception of this Agreement and thereafter as provided above, and Executive expressly waives any and all judicial, arbitral, administrative and/or any other remedy to rescind, void, negate or otherwise render this Section 10 inoperative on the basis of any equitable or legal grounds whatsoever and Executive shall fully indemnify and hold harmless the Company if Executive breaches or brings any challenge to this Section 10, including, without limitation, reimbursement of Company's attorneys fees and reasonable costs and expenses incurred in connection therewith.

Non-Competition. During the Employment PeriodTerm and for a period of two years following the termination of Executive’s employment for any reason, and following termination the Executive shall not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or its subsidiaries (x) on the date of the Executive’s termination of employment (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months prior to the Executive’s termination of employment with the Company, Holdco and any of their affiliatesin each case, during in the “Restriction Period” (as hereinafter defined), geographic locations where the Executive shall not directly Company or indirectly participate in its subsidiaries engage or permit his name directly or indirectly propose to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern.

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco Company and of its present or any of their respective future subsidiaries or controlled affiliates and accordingly agrees as follows: During her employment and for a twelve (12) month period commencing from the Date of Termination, Executive will not, directly or indirectly, (a) engage in any geographic area in which business for Executive’s own account that competes with the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its present or future subsidiaries or controlled affiliates (including, without limitation, businesses which the Company or its present or future subsidiaries or controlled affiliates has specific plans to conduct in the future and as to which Executive is aware of such planning prior to the Date of Termination), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, (c) acquire a “Competitive Business”financial interest in any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or its present or future subsidiaries or controlled affiliates, on the one hand, or any of its customers, suppliers, partners, members or investors of the Company or its present or future subsidiaries or controlled affiliates, on the other hand. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its present or future subsidiaries or controlled affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own one percent (1%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, At all times during the “Restriction Restricted Period” (as hereinafter defined), the Executive shall not not, directly or indirectly participate (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security holder, creditor or otherwise), engage in any Competitive Activity, or permit his name have any direct or indirect interest in any sole proprietorship, corporation, company, partnership, association, venture or business or any other person or entity that directly or indirectly to be used by or become associated with (including whether as an advisor, representativea principal, agent, promoterpartner, independent contractoremployee, provider of personal services officer, investor, owner, consultant, board member, security holder, creditor, or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (engages in a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Competitive Activity; provided, however, provided that the foregoing will shall not prohibit the Executive from participating in or becoming associated with a person if apply to (i) less than 10% the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the consolidated gross revenues Securities Exchange Act of 1934, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Nasdaq Stock Market, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than three percent (3%) of any class of capital stock of such personcorporation, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the continued ownership by Executive of an up to 38.5% passive ownership interest in EmployersHR, so long as Executive continues to solely be a passive investor in EmployersHR and does not, directly or indirectlyindirectly (including through Affiliates or Family Members), manage, control, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, in (whether as an officer, director, manager, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representativerepresentative or otherwise), independent contractorconsult with, or render services for EmployersHR or any of its Affiliates, and (iii) the continued ownership by Executive of an up to 34% passive ownership interest in Source One, so long as Executive continues to solely be a passive investor in Source One and does not, directly or indirectly (including through Affiliates or Family Members), manage, control, participate in (whether as an officer, director, manager, employee, partner, consultant, advisoragent, provider of personal servicesrepresentative or otherwise), creditorconsult with, or owner (other than by ownership render services for Source One or any of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)its Affiliates.

Non-Competition. During Employee acknowledges that his services to be --------------- rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During The Company and the Employment Period, executive agree that the services rendered by the Executive hereunder are unique and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesirreplaceable. The Executive hereby agrees that, during the “Restriction Period” Term of Employment and for a period of one (as hereinafter defined)1) year thereafter, the Executive shall not (a) in the United States or in those foreign countries where the Company during the Term of Employment conducts business or proposes to conduct business or initiate activities, engage or participate in, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to, any business which is, or as a result of the Executive's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the development and commercialization of microfluid-based systems for drug discovery research and such other than specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products; (b) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Executive during the Term of Employment); (c) solicit any officer, director, employee or agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; or (d) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by ownership it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly held in an the over-the-counter market)market shall not constitute a violation of the foregoing provision. "Proposes to conduct business" as used above in this Section 10 means that such proposed area was the subject of significant plans at the Company.

Non-Competition. During the Employment PeriodTerm and for a period of one (1) year following the Termination Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in(a) solicit, become associated withinduce or cause any person or entity with which Executive or any member of the Company Group had a business relationship with respect to the Business (as defined in the Purchase Agreement) (a “Restricted Person”) to reduce or terminate such person’s or entity’s business relationship with any member of the Company Group or any of their respective affiliates or their successors or assigns, in each case with respect to the Business (as defined in the Purchase Agreement) or any portion of the business of the Company, or any of its Affiliates or their successors or assigns in which the Executive actually participates or participates in the planning thereof, approach any such person or entity for any such purpose, authorize or assist in the taking of any of such actions for any such purpose, or authorize or assist in the taking of any such actions by any person or entity, (b) engage in any Restricted Activity, (c) acquire, or own in any manner, any interest in any entity that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (d) have an interest in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise have responsibilities that relate to participate in the conduct management or operations operation of, any Competitive Business entity that is conducted by such person engages in any Restricted Activity or a divisionin any business, group, activity or subsidiary or affiliate of such person. For purposes of enterprise that competes with any Restricted Activity; except that this Agreement, Section 9 will not apply to the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the outstanding stock of any entity that has a publicly-held corporation whose stock class of securities that is traded on a national securities exchange publicly traded. “Restricted Activity” means any activity that is, or in an over-the-counter market)would reasonably be deemed to be, competitive with any material aspect of the Company.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Period (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During In consideration of the Employment Periodpromises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and for a period of (i) twelve months following the termination of his/her employment with the Executive’s Company for any reason if the Grantee was classified by the Company in its human resources information system of record as being in a Director-level role or above (e.g., Director, VP, SVP, CEO, etc.) as of his/her last day of employment with the Company, Holdco and or (ii) six months following the termination of his/her employment with the Company for any reason if the Grantee was classified by the Company in its human resources information system of their affiliatesrecord as being in a role below Director-level (e.g., during Manager, Team Lead, Individual Contributor, etc.) as of his/her last day of employment with the “Restriction Period” (Company, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as hereinafter defined)an agent or otherwise, the Executive shall not become employed by, render services to or directly or indirectly participate in (whether for compensation or permit his name directly or indirectly to be used by or become associated with (including otherwise, and whether as an advisoremployee, representativeemployer, consultant, agent, promoterprincipal, independent contractorpartner, provider of personal services or otherwise) any personstockholder, corporationlender, partnershipinvestor, firmcorporate officer, association or other enterprise or entity (a “person”) that isboard member, director, or intends to be, engaged in any business which is other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in competition with the ownership, management, operation or control of, or furnish any business of the Company, Holdco capital to or any of their respective subsidiaries or controlled affiliates be connected in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated manner with, or otherwise have responsibilities that relate to any Competing Enterprise in the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personRestricted Area. For purposes of this AgreementParagraph, the term a “participateCompeting Enterprise” includes means any direct entity, organization or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorperson engaged, or owner (other than by ownership planning to become Form of less than five percent of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).WEX Inc. 2019 Equity and Incentive Plan

Non-Competition. During The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees that, during the Term of Employment Periodand for a period of one (1) year thereafter, and following termination of the Executive’s employment with Employee shall not (i) in any geographical area in the United States or in those foreign countries where the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Term of Employment, the Executive shall not conducts or proposes to conduct business or initiates activities, engage or participate in, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to any business which is, or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic cross-linking of macro- molecules, and such other than specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products, (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Employee during the Term of Employment), (iii) solicit any officer, director, employee, consultant or agent of the Company to become an officer, director, employee, consultant or agent of the Employee, his respective affiliates or anyone else, and (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by ownership it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly traded in an the over-the-counter market)market shall not constitute a violation of the foregoing provision.

Non-Competition. During While employed by the Employment Period, Company and for a period of two (2) years following termination the later of the date the Executive’s employment with is terminated hereunder or, if applicable, the Company, Holdco and any of their affiliates, during Severance Date (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not (a) directly or indirectly participate through another Person acquire or own in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporationmanner any interest in any firm, partnership, firmcorporation, association or other enterprise Person that engages or entity plans to engage in the Business (a as hereinafter defined) anywhere in North America (the “personTerritory”), (b) that isbe employed by or serve as an employee, officer, director, manager or agent of, or intends as a consultant or independent contractor to, any firm, partnership, corporation, association or other Person which engages or plans to be, engaged engage in any business which is facet of the Business, or that competes or plans to compete in competition any way with the Company or any business of its Affiliates within the Territory, or (c) utilize his special knowledge of the Company, Holdco ’s Confidential Information and/or his relationships with the customers and suppliers of the Company and its Affiliates to compete with the Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates within the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Territory; provided, however, that the foregoing will not prohibit nothing herein shall be deemed to prevent the Executive from participating in or becoming associated with a person if (i) acquiring through market purchases and owning, solely as an investment, less than 10% one percent (1%) in the aggregate of the consolidated gross revenues equity securities of such person, together with its affiliates, derive from activities any class of any issuer whose shares are registered under Section 12(b) or businesses that are in competition with any business Section 12(g) of the Company Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in an over-the-counter market)common use, so long as the Executive is not a member of any “control group” (within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission) of any such issuer. The Executive acknowledges and agrees that the covenants set forth in this Section 5.1 are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers and suppliers throughout the Territory and (iii) goodwill associated with the ongoing business of the Company. The Executive expressly authorizes the enforcement of the covenants provided for in this Section 5.1 by (A) the Company and its Affiliates, (B) the Company’s permitted assigns and (C) any successors to the Company’s business. The Executive agrees and acknowledges that the Company is engaged in the Business throughout the Territory and the Executive provides services to the Company throughout the Territory.

Non-Competition. During The Executive covenants that, except as otherwise approved in writing by the Employment PeriodCompany, the Executive shall not, during the term of this Agreement, and following for a continuous uninterrupted period of twenty-four (24) months commencing upon the expiration or termination of the Executive’s 's employment relationship with the Company, Holdco and any regardless of their affiliatesthe cause for termination, during other than by the “Restriction Period” Company without Cause (as hereinafter defineddefined in Subsection 6.1 hereof) or by Executive with Cause (as defined in Subsection 6.6), individually, or jointly with others, either directly or indirectly, for himself, or through, on behalf of, or in conjunction with any person, persons, partnership, association, corporation, or other entity, own, maintain, operate, engage in, or have any interest in any business enterprise which is the Executive same as, similar to or competitive with the Company's Business (defined below), and shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether act as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal servicesprincipal, creditoragent, or owner proprietor, or in any other capacity for, nor lend any assistance (other than by financial, managerial, consulting or otherwise) to or cooperate with, any such business enterprise; provided, however, that such provision shall not apply to the Executive's ownership of less than five percent Common Stock of the stock Company or the acquisition by the Executive, solely as an investment, of a publicly-held corporation whose stock securities of any issuer that is traded registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on a any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long, as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of more than five (5%) percent of any class of capital stock of such corporation. For purposes of this Subsection 8.3, "Company's Business" shall mean the development and operation of e-commerce/Internet Portals which are designed for the selling and the buying of automotive parts. For the purposes of this subsection 8.3, "competitive with company's business" shall mean, providing any service, directly or indirectly, to a company whose primary business is Generated by or through an overe-the-counter market)commerce / internet portal which is designed in part for the selling of automotive parts and components. This includes but is not limited to Original Equipment Manufactures or Suppliers of automotive parts a/k/a Tier one manufactures and suppliers or any third party.

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During his employment, including the Employment Transition Period, and following termination Executive will not, directly or indirectly, (a) engage in any business for Executive’s own account that competes with the business of the Executive’s employment with Company or its affiliates (including, without limitation, businesses which the Company, Holdco Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate, would be “in competition with the business of the Company” or its subsidiaries or controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesConsultant will not, during the “Restriction Period” Term of this Agreement and for two (as hereinafter defined2) years following the Term of this Agreement or the cessation of Consultant’s services to GEO (whichever is longer), the Executive shall not for any reason whatsoever, directly or indirectly participate indirectly, anywhere in the United States, either (i) on Consultant’s own behalf or permit his name directly or indirectly to be used by or become associated with (including as an advisora partner, representativeofficer, director, trustee, employee, agent, promoter, independent contractor, provider consultant or member of personal services or otherwise) any person, firm or corporation, partnershipor otherwise, firmenter into the employ of, association or other enterprise or entity (a “person”) that isrender any service to, or intends to be, engaged engage in any business or activity which is in competition the same as or competitive with any business of the Company, Holdco or activity conducted by GEO or any of their respective subsidiaries its affiliates or controlled affiliates in majority-owned subsidiaries, as such business or activity now exists or may exist at the end of the Term or (ii) on Consultant’s own behalf or as a partner, officer, director, trustee, employee, agent, consultant or member of any geographic area in which the Companyperson, Holdco firm or corporation, or otherwise, solicit, conduct business with, enter into a business relationship with, or otherwise interfere with GEO’s or any of their respective subsidiaries its affiliates’ or controlled affiliates operatemajority-owned subsidiaries’ relationship with, compete any client or are engaged in such business customer of GEO or at such time intend so to operateany subsidiary or affiliate of GEO (including, compete without limitation, any governmental entity, agency, or become engaged in such business (a “Competitor”political subdivision); provided, however, that the foregoing will shall not prohibit be deemed to prevent Consultant from investing in securities of any company having a class of securities which is publicly traded, so long as through such investment holdings in the Executive from participating in or becoming associated with a person if (i) less aggregate, Consultant is not deemed to be the beneficial owner of more than 105% of the consolidated gross revenues class of such personsecurities that is so publicly traded. During the Term of this Agreement and for two (2) years following the Term of this Agreement, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Consultant will not, directly or indirectly, participate inon Consultant’s own behalf or as a partner, become associated withshareholder, or otherwise have responsibilities that relate to the conduct or operations ofofficer, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officeremployee, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeconsultant or member of any person, independent contractorfirm or corporation or otherwise, consultantseek to employ, advisorotherwise seek the services of, provider of personal servicessolicit for employment or engagement, creditoremploy, or owner (other than by ownership engage any employee or independent contractor of less than five percent GEO or any of its affiliates or majority-owned subsidiaries. Consultant recognizes that the business and activity of GEO is national in scope and therefore acknowledges and agrees that the nationwide restriction contained in this Paragraph is reasonably necessary for the protection of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Legitimate Business Interests.

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases tg be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive’s termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive’s termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During the Employment PeriodWhile Executive is employed by, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)or providing services to, the Executive shall not directly Company or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business another member of the Company Group, and for the one-year period following the date on which Executive is no longer employed by, or any providing services to, the Company or another member of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Company Group, Executive does will not, directly or indirectly, participate in, become associated withwithout the prior written consent of the Company: (i) render any services to, or otherwise have responsibilities that relate to the conduct manage, operate, control, associate with or operations of, act in any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, capacity (whether as an officera principal, partner, director, employeeofficer, partner, sole proprietor, trustee, beneficiarymember, agent, representative, independent contractoremployee, consultant, advisorowner, provider independent contractor or otherwise and whether or not for compensation) for, any person or entity that is a Competitive Entity; or (ii) acquire, on a prospective basis, a 3% or greater equity, voting or profit participation interest in any Competitive Entity (except as provided in the following sentence), including, without limitation, as an owner, holder or beneficiary of personal servicesany stock, creditor, stock options (whether or owner not exercisable) or other equity interest. Nothing herein shall prohibit Executive from acquiring solely as a passive investment and through market purchases (other than by ownership i) securities of less than five percent any Competitive Entity that are registered under Section 12(b) or 12(g) of the stock Exchange Act and that are publicly traded, so long as Executive or any entity under Executive’s control are not part of any control group of such Competitive Entity and such securities, including converted or convertible securities, do not constitute more than 1% of the outstanding voting power of that entity and (ii) securities of any Competitive Entity that are not registered under Section 12(b) or 12(g) of the Exchange Act and are not publicly traded, so long as Executive or any entity under Executive’s control is not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than 3% of the outstanding voting power of that entity; provided, that in each case Executive has no active participation in the business of such entity except as otherwise provided in this Agreement. “Competitive Entity” means a publiclybusiness (whether conducted through an entity or by individuals including employees in self-held corporation whose stock employment) that is traded engaged in any business that competes, directly or indirectly through any parent, subsidiary, affiliate, joint venture, partnership or otherwise, with (x) any of the business activities carried on by the Company or another member of the Company Group in any geographic location (including in any U.S. state or country outside the United States) where the Company or another member of the Company Group conducts business (including, without limitation, a national securities exchange Competitive Activity, as defined below), (y) any business activities being planned by the Company or any other member of the Company Group in an overthe process of development at the time of Executive’s termination of employment (as evidenced by written proposals, market research, RFPs and similar materials) or (z) any business activity that the Company or another member of the Company Group has covenanted, in writing, not to compete with in connection with the disposition of such a business. DocuSign Envelope ID: D37FD076-the2D10-counter market).462F-8CA2-1DAD39A25A5F

Non-Competition. During In consideration of the Employment Periodpromises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and for a period of (i) twelve months following the termination of his/her employment with the Executive’s Company for any reason if the Grantee was classified by the Company in its human resources information system of record as being in a Director-level role or above (e.g., Director, VP, SVP, CEO, etc.) as of his/her last day of employment with the Company, Holdco and or (ii) six months following the termination of his/her employment with the Company for any reason if the Grantee was classified by the Company in its human resources information system of their affiliatesrecord as being in a role below Director-level (e.g., during Manager, Team Lead, Individual Contributor, etc.) as of his/her last day of employment with the “Restriction Period” (Company, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as hereinafter defined)an agent or otherwise, the Executive shall not become employed by, render services to or directly or indirectly participate in (whether for compensation or permit his name directly or indirectly to be used by or become associated with (including otherwise, and whether as an advisoremployee, representativeemployer, consultant, agent, promoterprincipal, independent contractorpartner, provider of personal services or otherwise) any personstockholder, corporationlender, partnershipinvestor, firmcorporate officer, association or other enterprise or entity (a “person”) that isboard member, director, or intends to be, engaged in any business which is other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in competition with the ownership, management, operation or control of, or furnish any business of the Company, Holdco capital to or any of their respective subsidiaries or controlled affiliates be connected in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated manner with, or otherwise have responsibilities that relate to any Competing Enterprise in the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personRestricted Area. For purposes of this AgreementParagraph, the term a “participateCompeting Enterprise” includes means any direct entity, organization or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorperson engaged, or owner (other than by ownership planning to become engaged, in substantially the same or similar business to that being conducted or actively and Form of less than five percent of WEX Inc. Restricted Stock Unit Agreement under the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).WEX Inc. 2019 Equity and Incentive Plan

Non-Competition. During (a) Employee recognizes that it is of utmost importance to the Employment PeriodCompany and Parent to maintain the confidentiality of their Confidential Information and preserve the goodwill of their respective businesses. In order to safeguard that confidential information and goodwill, Employee understands and following termination of the Executive’s agrees that, during his or her employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco Parent or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates and until the Company, Holdco or any second anniversary of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues Employee's termination of such person, together employment with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Affiliates, Employee shall not, directly or indirectlyindirectly (including without limitation through any existing or future Affiliate (as defined below) of Employee), participate engage in, become associated carry on, manage, provide advisory services in connection with, or otherwise have responsibilities assist with or be interested economically in a Competitive Business (as defined below) within the Restricted Area (as defined below), including by (A) accepting employment by or agreeing to provide advisory services to any person or entity, or having an economic interest in any entity, that relate engages in a Competitive Business, (B) soliciting (or assisting in the solicitation of) any person or business who was a customer of the Company or its Affiliates during Employee's employment with the Company or any of its Affiliates with respect to the conduct or operations of, any Competitive Business that is conducted by or knowingly encourage any such person to cease doing business in whole or in part with the Company or any of its Affiliates, (C) contacting any persons or businesses who were suppliers or customers of the Company or its subsidiaries during Employee's employment with the Company or any of its Affiliates for the purpose of soliciting orders or establishing relationships for any business enterprise that engages in a divisionCompetitive Business, group(D) making preparations to engage in any Competitive Business or to form a Competitive Business, including but not limited to any research or development efforts aimed at ultimately benefiting a Competitive Business, (E) forming a Competitive Business, or subsidiary or affiliate of such person. For purposes of this Agreement(F) serving as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, consultant, partner, sole proprietor, trustee, beneficiarymember, agent, representativelender, independent contractorguarantor, consultant, advisor, provider of personal services, creditorshareholder, or owner (other than by ownership of less than five percent of the stock representative of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Competitive Business.

Non-Competition. (a) During any period in which the Employment PeriodExecutive serves as an employee of American Prepaid and for the greater of (i) the period Executive continues to receive Separation Pay, and following or (ii) a period of one (1) year after the date of termination of the Executive’s 's employment with at any time, regardless of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)circumstances thereof, the Executive shall not not, without the express written consent of American Prepaid, directly or indirectly participate in or permit his name directly or indirectly to indirectly, engage, participate, invest in, be used employed by or become associated with (including assist, whether as an advisorowner, representativepart-owner, agentshareholder, promoterpartner, independent contractordirector, provider of personal services officer, trustee, employee, agent or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isconsultant, or intends to be, engaged in any business which is other capacity, any Person other than American Prepaid and its Affiliates whose activities, products, and/or services are in competition with the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) hiring or attempting to hire for or on behalf of any business Person in the Designated Industry any officer, Employee, or Affiliated Person of the Company, Holdco American Prepaid or any of their respective subsidiaries its Affiliates, (ii) encouraging for or controlled affiliates on behalf of any such Person in the Designated Industry any geographic area in which the Companyofficer, Holdco Employee, or Affiliated Person to terminate his or her relationship or employment with American Prepaid or any of their respective subsidiaries its Affiliates, (iii) soliciting for or controlled affiliates operate, compete on behalf of any such Person in the Designated Industry any customer of American Prepaid or are engaged any of its Affiliates and (iv) diverting to any such Person in such business the Designated Industry any customer of American Prepaid or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)any of its Affiliates; provided, however, that the foregoing will not prohibit nothing herein shall be construed as preventing the Executive from participating making passive investments in or becoming associated with a person Person in the Designated Industry if (i) less than 10% of the consolidated gross revenues securities of such person, together with its affiliates, derive from activities or businesses that Person are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) publicly traded and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of investment constitutes less than five percent of the outstanding shares of capital stock or comparable equity interests of a publicly-held corporation whose stock such Person. As of the date of this Agreement, the Executive is traded on a national securities exchange or in an over-the-counter market).not performing any other duties for, and is not

Non-Competition. During the Employment Periodemployment period and for two (2) years following the termination of Employee’s employment, and following irrespective of the time or manner of the termination of the Executiveemployment relationship (the “Restricted Period”), Employee shall not, directly or indirectly, within any State in which Company, including, but not limited to, any parents, subsidiaries, or related entities (the “Related Entities”) has engaged in any aspect of the business of distributing, marketing or selling natural gas to end-use residential, commercial, or industrial customers (the “Company Business”) during the one-year prior to the termination of Employee’s employment with the Company, Holdco and (i) enter into an employment, consulting, or similar arrangement with, or render any of their affiliatesservices to, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, firm, business, corporation, partnership, firm, association limited liability company or other enterprise organization or entity (each, a “personPerson”) ), other than the Company, that is, or intends to be, is engaged in any business which is in competition with any business aspect of the Company, Holdco or any of their respective subsidiaries or controlled affiliates Company Business; (ii) engage in any geographic area aspect of the Company Business for his own account; or (iii) become interested in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are Person that is engaged in such business any aspect of the Company Business of Company as an owner, partner, member, shareholder, investor, director, officer, licensor, licensee, principal, agent, employee, trustee, consultant or at such time intend so to operate, compete in any other relationship or become engaged in such business (a “Competitor”)capacity; provided, however, that the foregoing will Employee may own, directly or indirectly, solely as an investment, securities of any Person that is traded on any national securities exchange if Employee (A) is not prohibit the Executive from participating in a controlling person of, or becoming associated with a person if member of a group that controls, said Person, or (iB) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate inown 5.0% or more of any class of securities of said Person. In the event of a breach by Employee of any of the restrictions imposed upon them by this Section 5(a). Employee agrees that the applicable time described herein shall be tolled (i.e., become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate no part of such person. For purposes period shall expire) during the pendency of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)such breach.

Non-Competition. During In consideration of the Employment Periodpromises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company or any company or entity of the WEX Group and for a period of twelve months following the termination of his/her employment with the ExecutiveCompany and any company or entity of the WEX Group for any reason, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company or any company or entity of the WEX Group, whether as an agent or otherwise: become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Paragraph (5bis), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the Company, Holdco and Company or any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise company or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco WEX Group or within six months after the Grantee’s termination of employment with the Company or any company or entity of their respective subsidiaries or controlled affiliates in any geographic area in which the CompanyWEX Group. It Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan includes, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if without limitation: (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the best of his/her knowledge contemplated to be sold by the Company or any of its subsidiaries owned or controlled affiliates (a “Competitive Business”) subsidiaries, and (iiiii) the Executive does notbusiness of developing, directly or indirectlymanaging, participate inoperating, become associated withmarketing, processing, financing, or otherwise have responsibilities that relate to being involved in providing commercial travel, entertainment and purchasing credit cards. If notwithstanding the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this severability provisions in the Agreement, Paragraph 5(bis) as set out above would be considered to be null and void, the term “participate” includes any direct or indirect interestCompany, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent acting on behalf of the stock of employer, and the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).sales representative (the “Belgian Alternative Provision 1”):

Non-Competition. During the Employment Period(a) The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 13(b), during the “Restriction Period” (as hereinafter definedterm of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination of his employment under this Agreement prior to December 31, 1999 pursuant to Section 10(a), the Executive shall not he will not, directly or indirectly participate and in any way, whether as principal or permit his name directly or indirectly to be used by or become associated with (including as an advisordirector, representativeofficer, employee, consultant, agent, promoter, independent contractor, provider of personal services partner or otherwise) any person, corporation, partnership, firm, association or other enterprise or stockholder to another entity (other than by the ownership of a “person”passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) that isown, manage, operate, control, be employed by, participate in, or intends to be, engaged be connected in any manner with the ownership, management, operation or control of any business which is in competition competing with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area Companies in which Executive participated during the Companytwo years immediately preceding such termination, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated interfere with, solicit on behalf of another or otherwise have responsibilities attempt to entice away from the Companies (or any affiliate or subsidiary of any of the Companies) (x) any project, financing or customer that relate to any of the conduct Companies (or operations ofany affiliate or subsidiary of any of the Companies) has under contract (including unfulfilled purchase orders), or any Competitive Business letter of supply or other supplier contract or arrangement entered into by any of the Companies (or any affiliate or subsidiary of any of the Companies), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Companies (or any affiliate or subsidiary of any of the Companies) is conducted actively negotiating with any other party, or (z) any prospective business opportunity that any of the Companies (or any affiliate or subsidiary of any of the Companies) has identified at the time of termination as being actively pursued by such person or a division, groupof the Companies, or (iii) for himself or another, attempt to hire, or assist in or facilitate in any way the solicitation of any employee of any of the Companies (or any affiliate or subsidiary of any of the Companies), or affiliate any employee of such any person. For purposes of this Agreement, firm or other entity, the term “participate” includes employees of which any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock Companies (or any affiliate or subsidiary of a publicly-held corporation whose stock is traded on a national securities exchange any of the Companies) has agreed not to hire or in an over-the-counter market)endeavor to hire.

Non-Competition. During Employee acknowledges that his services to be --------------- rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $1,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publiclythe Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. During For a period commencing on the Employment Period, Closing Date and ending on the date that is five (5) years following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during Closing Date (the “Restriction Restricted Period” (as hereinafter defined”), the Executive Seller and each Seller Owner agrees that he, she or it shall not, and shall cause his, her or its Affiliates not to, directly or indirectly participate in indirectly, compete with the Company or permit his name directly the Business or indirectly to be used by or become associated with (including other than as an advisora manager, representativedirector, officer, employee, agent, promoterconsultant, shareholder, member or Affiliate of the Company) as an individual proprietor, partner, shareholder, member, equityholder, officer, manager, director, employee, consultant, independent contractor, provider of personal services joint venturer, investor or otherwise) any personlender, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged participate in any business which is or enterprise engaged anywhere in competition the United States in the provision of any products or services that are the same as, substantially similar to or competitive with any business the products or services that the Company was designing, developing, selling or providing, in each case, as of the CompanyClosing Date (each, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “CompetitorCompeting Business”); provided, however, that the . The foregoing will restrictions shall not be construed to prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% ownership by the Seller, any Seller Owner, any Related Person of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with Seller and/or any business of Seller Owner who is party to the Company Restrictive Covenant Agreement or any of its subsidiaries or controlled affiliates their Affiliates of not more than three percent (3%) in the aggregate (treating all such Persons as one Person for purposes of this threshold) of any class of equity securities of any Person having a “Competitive Business”) class of equity securities registered pursuant to the Exchange Act that are publicly owned and (ii) regularly traded on any national securities exchange or over-the-counter market, if such ownership represents a personal investment and the Executive Seller or Seller Owner or any of its or their Affiliates does not, directly or indirectly, participate inmanage or exercise control of any such Person, become associated with, guarantee any of its financial obligations or otherwise have responsibilities that relate to take part in its business, other than exercising the conduct Seller’s, Seller Owner’s or operations of, any Competitive Business that is conducted by such person or Affiliate’s rights as a division, group, or subsidiary or affiliate holder of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)equity securities.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of Employee's employment by the Executive’s employment with Company (for any reason) the CompanyEmployee shall not, Holdco and whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of their affiliatesthe Company or a subsidiary, during the “Restriction Period” (as hereinafter defined)organize, the Executive shall not directly or indirectly establish, own, operate, manage, control, engage in, participate in or in, invest in, permit his name directly or indirectly to be used by by, act as a consultant or become associated advisor to, render services for (alone or in association with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association corporation or other enterprise business organization), or otherwise assist any person or entity (a “person”) that isengages in or owns, invests in, operates, manages or intends controls any venture or enterprise which engages or proposes to be, engaged engage in any the reinsurance business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such other business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of conducted by the Company or any of its subsidiaries on the date of the Employee's termination of employment or controlled affiliates within twelve (a “Competitive 12) months of the Employee's termination of employment for which the Employee has performed services, in each case, in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business(es) (the "Business”"). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate owning for passive investment purposes not intended to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded common equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership), and (b) serving as an over-the-counter market)employee, consultant or advisor (or other similar capacity) to an entity engaged in the Business for a unit, division, affiliate or department of such entity that does not engage in the Business in any material respect, so long as the Employee is not directly or indirectly involved in the Business activities performed by such entity.

Non-Competition. During (a) Employee recognizes that it is of utmost importance to the Employment PeriodCompany and Parent to maintain the confidentiality of their Confidential Information and preserve the goodwill of their respective businesses. In order to safeguard that confidential information and goodwill, Employee understands and following termination of the Executive’s agrees that, during his or her employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco Parent or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates and until the Company, Holdco or any second anniversary of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues Employee’s termination of such person, together employment with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Affiliates, Employee shall not, directly or indirectlyindirectly (including without limitation through any existing or future Affiliate (as defined below) of Employee), participate engage in, become associated carry on, manage, provide advisory services in connection with, or otherwise have responsibilities assist with or be interested economically in a Competitive Business (as defined below) within the Restricted Area (as defined below), including by (A) accepting employment by or agreeing to provide advisory services to any person or entity, or having an economic interest in any entity, that relate engages in a Competitive Business, (B) soliciting (or assisting in the solicitation of) any person or business who was a customer of the Company or its Affiliates during Employee’s employment with the Company or any of its Affiliates with respect to the conduct or operations of, any Competitive Business that is conducted by or knowingly encourage any such person to cease doing business in whole or in part with the Company or any of its Affiliates, (C) contacting any persons or businesses who were suppliers or customers of the Company or its subsidiaries during Employee’s employment with the Company or any of its Affiliates for the purpose of soliciting orders or establishing relationships for any business enterprise that engages in a divisionCompetitive Business, group(D) making preparations to engage in any Competitive Business or to form a Competitive Business, including but not limited to any research or development efforts aimed at ultimately benefiting a Competitive Business, (E) forming a Competitive Business, or subsidiary or affiliate of such person. For purposes of this Agreement(F) serving as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, consultant, partner, sole proprietor, trustee, beneficiarymember, agent, representativelender, independent contractorguarantor, consultant, advisor, provider of personal services, creditorshareholder, or owner (other than by ownership of less than five percent of the stock representative of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Competitive Business.

Non-Competition. During the Employment Period(a) The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 13(b), during the “Restriction Period” (as hereinafter definedterm of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination of his employment under this Agreement prior to December 31, 1999 pursuant to Section 10(a), the Executive shall not he will not, directly or indirectly participate and in any way, whether as principal or permit his name directly or indirectly to be used by or become associated with (including as an advisordirector, representativeofficer, employee, consultant, agent, promoter, independent contractor, provider of personal services partner or otherwise) any person, corporation, partnership, firm, association or other enterprise or stockholder to another entity (other than by the ownership of a “person”passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) that isown, manage, operate, control, be employed by, participate in, or intends to be, engaged be connected in any manner with the ownership, management, operation or control of any business which is in competition competing with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area Companies in which Executive participated during the Companytwo years immediately preceding such termination, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated interfere with, solicit on behalf of another or otherwise have responsibilities attempt to entice away from the Companies (or any affiliate or subsidiary of any of the Companies) (x) any project, financing or customer that relate to any of the conduct Companies (or operations ofany affiliate or subsidiary of any of the Companies) has under contract (including unfulfilled purchase orders), or any Competitive Business letter of supply or other supplier contract or arrangement entered into by any of the Companies (or any affiliate or subsidiary of any of the Companies), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Companies (or any affiliate or subsidiary of any of the Companies) is conducted actively negotiating with any other party, or (z) any prospective business opportunity that any of the Companies (or any affiliate or subsidiary of any of the Companies) has identified at the time of termination as being actively pursued by such person or a division, groupof the Companies, or (iii) for himself or another, attempt to hire, or assist in or facilitate in any way the solicitation of any employee any of the Companies (or any affiliate or subsidiary of any of the Companies), or affiliate any employee of such any person. For purposes of this Agreement, firm or other entity, the term “participate” includes employees of which any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock Companies (or any affiliate or subsidiary of a publicly-held corporation whose stock is traded on a national securities exchange any of the Companies) has agreed not to hire or in an over-the-counter market)endeavor to hire.

Non-Competition. During the Employment Period, Term and for a period of twenty four (24) months following the termination of the Executive’s 's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.