Common use of Non-Competition Clause in Contracts

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view connection with the acquisition of the unique and valuable services expected to be rendered Company by Executive Parent pursuant to the Fairway Group, Executive’s knowledge terms of the trade secrets and other proprietary information relating to Merger Agreement, the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of his employment by the Company and date on which the greater of (i) one year following his Covenantee's employment with the Company or (ii) the Severance Period Parent and its subsidiaries and affiliates terminates for any reason (the “"Non-Competition Compete Period”"), Executive shall he will not, whether for compensation or without compensationthe express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, principalpart-owner, shareholder, member, partner, memberdirector, shareholderofficer, independent contractortrustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoevercapacity), aloneany business, organization or in association person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other person, carry healthcare organizations and any other on, be -line or Internet health care related business activity engaged or take part in, or render services (other than services which are generally offered to third parties) conducted by the Parent or provide advice toits subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, but only to the knowledge of extent the ExecutiveCovenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market Covenantee shall not of itself constitute a breach hereunder. In addition, Executive shall notbe prohibited from participating, directly or indirectly, during in any activity or business (i) with Internet operations outside the Nonhealth care fields, including but not limited to companies providing non-Competition Periodhealth care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, except in the good faith performance of his duties for the Fairway Group, request other than on-line or cause any suppliers Internet-based or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Grouprelated businesses. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive Covenantee may make passive investments in any remaining portion enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the Severance Paymentsequity of such enterprise.

Non-Competition. (a) In view The Executive agrees that his services hereunder are of a special character, and his position with the Company places him in a position of confidence and trust with the Company's agents, clients, customers and employees. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's agents, clients and customers, and a knowledge of those clients' and customers' affairs and requirements which may constitute the Company's primary or only contact with such clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the unique goodwill and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of Company that the compensation to be received hereunderExecutive make the covenants contained herein. Accordingly, and Executive’s ownership interest the Executive agrees that while he is in the Company's employ the Executive will not, without the prior written consent of the Company, either directly or indirectly, or in any capacity whether as a promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, shareholder (except as a shareholder holding less than five percent (5%) of a publicly traded company's issued and outstanding capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which operates in or provides services essentially the same as the Company in any portion of the geographic territory where the Company operates or sells its products or services. The Executive further agrees that during the Term, and for the Three year period following the Executive's termination of his employment by with the Company and Company, the greater of Executive will not solicit, entice, induce or persuade: (i) one year following his employment with any employee, agent, client or customer of the Company Company; or (ii) any person or entity had been engaged in negotiations with the Severance Period (Company to become, an employee, artist, client or customer of the “Non-Competition Period”)Company during the six month period prior to the Executive's termination of employment with the Company, Executive shall notto alter, whether for compensation terminate or without compensation, directly refrain from extending or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender renewing any contractual or in any other capacity whatsoever, alonerelationship with the Company, or in association commence a similar or substantially similar relationship with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested inExecutive, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel Executive is affiliated or terminate employed by or any such business relationship with any member direct competitor of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany.

Non-Competition. The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that he shall not (a) In view without the prior written consent of the unique and valuable services expected to Board which shall not be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of unreasonably withheld taking into account (i) one year following his employment with the Company or Executive’s career in the pulp and paper industry and (ii) his non-disclosure obligations under Section 6.1) during the Severance Restricted Period (and within the “Non-Competition Period”)Prohibited Area whether on his own account or in conjunction with or on behalf of any other person, Executive shall notand whether as an employee, whether for compensation director, officer, shareholder, partner, principal, agent, or without compensationin any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly, as an owneroperate, principalmanage, partnercontrol, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other personparticipate in, carry on, be employed by, be engaged or take part in, perform services in respect of, be concerned with, be financially interested in or render services financially assist, or permit his name to be used in connection with the activities from time to time of the Corporation (other than services the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any product which are generally offered is the same or similar to third parties) or provide advice tocompetitive with any product researched, owndeveloped, share produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge context of the Executiveabove described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, discussed the possibility Executive may acquire securities (i) of expanding a class or series that is traded on any stock exchange or over the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one counter if such securities represent not more than two percent (12%) of the shares issued and outstanding securities of any corporation whose shares are publicly traded on such class or series, (ii) of a national securities exchange mutual fund or other investment entity that invests in a portfolio the over-the-counter market shall selection and management of which is not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during within the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member control of the Fairway Group or solicitinvestor, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (yiii) Executive’s serving as held in a reference upon request. If fully managed account where the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply direct or influence in all material respects with his obligations under this Section 9 (other than any manner the selection of any investment in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentssuch securities.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive Employee agrees that during the period of his employment by the Company and the greater of (i) one year following his Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationparticipate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 9, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an ownerofficer, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender director or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities employee of, or otherwise become financially interested inis or becomes associated in a management or ownership, consultant or agent, capacity with, any entity primarily corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, or any other business engaged in the retail grocery business anywhere in the northeastern United States and in any other area where from time to time by the Company and is doing business or into which responsible for the Board has, performance of functions similar to those performed by Employee during the 12 month period immediately preceding Employee's termination. Notwithstanding anything to the knowledge contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Executive, discussed the possibility Company or its subsidiaries or affiliates own not more than 5% of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) any class of the shares outstanding securities of any such corporation whose shares are publicly traded listed on a national securities exchange or traded in the over-the-counter market shall not of itself constitute a breach hereundermarket. In addition, Executive shall not, directly or indirectly, during It is the Non-Competition Period, except in desire and the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member intent of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, parties that the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon requestenforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If Accordingly, if any particular portion of this Section 9 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company breaches its obligation to make will have no adequate remedy at law for the Severance Payments (other than breach by Employee of the covenants provided in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than , and, in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contraryevent of such breach, the Company shall not and Employee hereby agree that the Company will be obligated entitled to pay Executive any remaining portion an injunction, a decree of the Severance Paymentsspecific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment While employed by the Company and the greater for a period of two (i2) one year following his employment with the Company or (ii) the Severance Period years thereafter (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive Employee shall not, directly or indirectly, during enter into the Non-Competition Periodemployment of, except render any services to, engage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, as an officer, director, employee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any person that, directly or indirectly, is engaged in the good faith performance of his duties for Business anywhere in the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupRestricted Area (as hereinafter defined). Notwithstanding the foregoing, the provisions Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with any entity that is engaged in the Business so long as the Employee is not an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such entity, and Employee may be a passive owner of Series B Preferred Stock of the Company and any underlying common stock into which such Series B Preferred Stock is convertible or any other shares of common stock of the Company or securities convertible into or exercisable for shares of common stock of the Company. For purposes of this Section 9 shall not be violated by (x) general advertising 7, “Restricted Area” means any U.S. state or solicitation not specifically targeted at Fairway Group related persons territory in which the Company, Fluent, LLC or entities any of their affiliates has conducted or (y) Executive’s serving proposes to conduct business or offers any services, or any other jurisdiction in or to which the Company, Fluent, LLC or any of their affiliates has conducted or proposes to conduct any business or offers any services. For purposes of this Section 7, “Business” means the business of the Company, Fluent, LLC and its subsidiaries as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or recitals to comply with this Agreement, the actual business of the Company, Fluent, LLC and its obligations under Section 4 hereofsubsidiaries as conducted as of the date of termination, and such breach is not cured within thirty (30) days after written notice of such breach is provided any anticipated business considered by the Board towards which the Company, Fluent, LLC or any subsidiaries thereof has taken material steps or incurred material expenditures in furtherance thereof prior to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentstermination date.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment by four years from and after the Company Closing, Seller Parent and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive Seller shall not, whether for compensation or and shall cause their respective Subsidiaries not to, without compensationthe prior written consent of Purchaser, directly or indirectly, in any manner (whether on Seller Parent’s or Seller’s own account, as an owner, principaloperator, partner, member, shareholder, independent contractormanager, consultant, joint venturerinvestor, agent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, consultant, investor, licensoragent, lender representative or in any other capacity whatsoever, aloneotherwise), or in association with any provide consulting or other person, carry on, be engaged or take part in, or render services (other than services which are generally offered in each case with respect to third partiesthe Business) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily Person that is engaged in the retail grocery business Business anywhere in the northeastern United States and in Applicable Area; provided, however, that this Section 5.6 shall not prohibit: (a) ownership of less than 5% of the outstanding equity of any other area where the Company is doing Entity; or (b) Seller Parent, Seller or any of their respective Subsidiaries from acquiring a business or into which Entity that is engaged in the Board has, to Business (the knowledge “Acquired Entity”) provided that: (i) the Business conducted by the Acquired Entity does not represent more than 10% of the ExecutiveAcquired Entity’s overall business and operations; or (ii) such Seller Parent, discussed Seller or Subsidiary causes the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) disposal of the shares Business of any corporation whose shares are publicly traded on a national securities exchange such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, for the avoidance of doubt but without limiting the obligations of Seller or in the over-the-counter market Seller Parent under this Section 5.6, this Section 5.6 shall not apply to any Entity that acquires an interest in, including all of, Seller Parent, Seller or any of itself constitute a breach hereunder. In additiontheir respective Subsidiaries, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance any Affiliates of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Groupacquirer). Notwithstanding the foregoing, Seller Parent, Seller and its Affiliates (other than the provisions Acquired Companies) shall be entitled to continue to operate and otherwise be involved in the Business through StayFriends GmbH (and the other European Subsidiaries of Classmates International, Inc.) as long as such Business does not target the Applicable Area (or customers located in the Applicable Area) and such Business’ contact with the Applicable Area is merely an incident of the websites of such Business being accessible in the Applicable Area, and such activities shall not be considered a violation of this Section 9 5.6. The immediately preceding sentence shall not be violated by apply to: (xA) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or any entity that acquires StayFriends GmbH (y) Executive’s serving as a reference upon request. If and/or the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentenceEuropean Subsidiaries of Classmates International, Inc.) or to comply with its obligations under Section 4 hereofall or substantially all of their assets; and (B) StayFriends GmbH and/or any of the European Subsidiaries of Classmates International, and such breach is not cured within thirty (30) days Inc., after written notice the consummation of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsacquisition.

Non-Competition. (a) In view of the unique Employee understands and valuable services expected to be rendered by Executive to the Fairway Group, Executiveagrees that during Employee’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in employment with the Company, Executive Employee will be provided access to specialized information related to Company Business and trade secrets, as well as the Company’s customers and their confidential information. Employee further agrees that during if this information were used in competition against the period of his employment by Company, the Company would experience serious harm and the greater of competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that (iA) one year following his at no time during Employee’s employment with the Company or and (iiB) at no time until the Severance Period two years from the date of Employee’s termination (the “Non-Competition Compete Period”), Executive shall notwill Employee (i) develop, whether for compensation own, manage, operate, or without compensationotherwise engage in, directly participate in, represent in any way or indirectlybe connected with, as an ownerofficer, principaldirector, partner, memberowner, shareholderemployee, agent, independent contractor, consultant, joint venturerproprietor, investorstockholder or otherwise, licensor, lender or any Competing Business in any other capacity whatsoever, alone, geographic territory (within or outside the United States) in association with any other person, carry on, be engaged which the Company does business; or take part in, or render services (other than services which are generally offered to third partiesii) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and act in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notway, directly or indirectly, during on behalf of any Competing Business, with the Non-Competition Periodpurpose or effect of soliciting, except diverting or taking away any business, customer, client, supplier, or good will of the Company. The foregoing provisions shall not restrict Employee from (i) owning up to a 2% interest in a publicly traded company which is or engages in a Competing Business or (ii) acting as an officer, employee, agent, independent contractor or consultant to any company or business which engages in multiple lines of business, one or more of which may be a Competing Business, if Employee has no direct or indirect involvement, oversight or responsibility with respect to the good faith performance unit, division, group or other area of his duties for operations which cause such company or business to be a Competing Business. A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the Fairway Groupmanufacture, request distribution, sale or cause marketing of any suppliers products which compete directly with the Company’s products or customers with whom the Fairway Group Company Business. Employee acknowledges that this covenant has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicitunique, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofsubstantial, and such breach is not cured within thirty (30) days after written notice of such breach is provided immeasurable value to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany.

Non-Competition. (a) In view The Company shall disclose to the Executive, or place the Executive in a position to have access to or to develop, trade secrets or confidential information of the unique Company or its Affiliates; and/or shall entrust the Executive with business opportunities of the Company or its Affiliates; and/or shall place the Executive in a position to develop business good will on behalf of the Company or its Affiliates. As part of the consideration for the compensation and valuable services expected benefits to be rendered by Executive paid to the Fairway GroupExecutive hereunder, Executive’s knowledge of to protect the trade secrets and other proprietary confidential information relating of the Company or its Affiliates that have been and will in the future be disclosed or entrusted to the Executive, the business good will of the Fairway Group Company or its Affiliates that has been and in consideration of the compensation to be received hereunder, and Executive’s ownership interest will in the Companyfuture be developed in the Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to the Executive agrees that during the period of his employment by the Company or its subsidiaries or affiliates; and as an additional incentive for the greater of Company to enter into this Agreement, the Executive agrees to the non-competition obligations hereunder. During the Employment Term (i) one year following his employment other than in connection with performing services for the Company or (iiits Affiliates) and, in the event of a Severance Period (Termination or in the “Non-Competition Period”)event of any other termination of the Executive’s employment whereby the Board elects to pay the Restrictive Covenant Compensation in accordance with Section 4.5 hereof, for the one year period beginning on the Termination Date, the Executive shall not, whether for compensation or without compensationnot personally in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an ownerofficer, principaldirector, partnerstockholder, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender investor or in employee of or consultant to any other capacity whatsoevercorporation or enterprise or otherwise, aloneengage or be engaged, or in association with assist any other person, carry onfirm, corporation or enterprise in engaging or being engaged, in Property Business in any of Bermuda, London, England or New York, New Jersey or Connecticut. For purposes of this Agreement, “Property Business” shall mean any property coverages of the type underwritten by the Company or any of its Affiliates as a reinsurer or retrocessionaire during the Employment Term. Anything to the contrary notwithstanding, it shall not be engaged a violation of this Section 5.2 for the Executive to (i) own or take part inacquire less than 5% of a publicly-traded entity or 1% of a private entity, (ii) serve as a member of the board of directors or render services (other than services which are generally offered to third parties) or provide advice to, own, share in on the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, advisory board of any entity primarily on which the Executive was serving prior to the Termination Date or (iii) provide services to a subsidiary, division or affiliate of a business or entity engaged in the retail grocery business anywhere Property Business if (a) such subsidiary, division or affiliate is not itself engaged in the northeastern United States Property Business, and in any other area where (b) such business’ or entity’s Property Business is not materially competitive with the Property Business of the Company is doing business or into which the Board has, to the knowledge any of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsAffiliates.

Non-Competition. (a) In view During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the unique issued and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge outstanding Class A Units and 100% of the trade secrets issued and other proprietary information relating to the business of the Fairway Group outstanding Class C Units, Trican and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of its Affiliates shall not directly or indirectly: (i) one year following his employment compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Severance Period Territory directly or indirectly with the Company or its Subsidiaries in any capacity (the a “Non-Competition PeriodCompetitive Business”), Executive including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall notnot prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of the outstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether for compensation by acquisition of equity interests, merger or without compensationotherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided, that in the event a Person consummates an acquisition, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender of all or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge substantially all of the Executive, discussed the possibility assets of expanding the Fairway Group’s operations. The record Trican or beneficial ownership by Executive of up to one percent (1%) a majority of the shares common equity interests of any corporation whose shares are publicly traded on a national securities exchange Trican (whether by acquisition of equity interests, merger or in the over-the-counter market otherwise), Trican shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written provide notice of such breach is provided to sale transaction (the Company by Executive, then in addition to any other remedies available to “Transaction Notice”) no later than three days after the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, consummation of such acquisition transaction and the Company shall have the option, but not be obligated the obligation, upon notice to pay Executive any remaining portion Trican delivered no later than 60 days after receipt of the Severance PaymentsTransaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)).

Non-Competition. In order to induce the Corporation to enter into this Agreement, the Executive hereby expressly covenants and agrees that he shall not, without the express written consent of the Corporation, for his own account or jointly with any other person, for the Term, for any reason (a) In view of the unique and valuable services expected to participate in, engage in or be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and connected in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationany way with, directly or indirectly, as an ownera proprietor, contractor, employee, principal, partner, officer, stockholder, member, shareholder, independent contractoradvisor, consultant, joint ventureragent or licensor (whether paid or unpaid), investorCompetitive Activities (as defined below) anywhere in the world in which the Corporation conducts business, licensor(b) directly or indirectly, lender or in any other capacity whatsoeverown, alonemanage, or in association with any other personoperate, carry onjoin, be engaged or take part control, loan money to, invest in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities ofotherwise participate in, or otherwise be connected with, or become financially interested inor act as an officer, employee, consultant, representative or agent of any entity primarily engaged Competitor (defined below), or (c) intervene in or interfere with any relationships between the retail grocery business Corporation and its vendors or customers or prospective customers or disrupt its customer markets, anywhere in the northeastern United States and world in any other area where the Company is doing business or into which the Board hasCorporation conducts business. Notwithstanding the foregoing, to the knowledge Executive may at any time own, solely as a passive investor, securities of any entity, whether or not in competition with the ExecutiveCorporation, discussed if (a) such securities are publicly traded on a nationally-recognized stock exchange or on NASDAQ, and (b) the possibility aggregate holdings of expanding such securities by the Fairway Group’s operations. The record or beneficial ownership by Executive of up to and his immediate family do not exceed one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange voting power or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member one percent (1%) of the Fairway Group capital stock of such entity. As used herein, "Competitive Activities" means the development, sale or solicitresale, interfere withlicensing or sublicensing, entice from distribution or hire from redistribution, or other commercial exploitation, of packaging products, "Competitor" means any member Person whose principal business consists of the Fairway Group Competitive Activities, or any employee of any member of the Fairway Groupcombination thereof. Notwithstanding the foregoing, the provisions of nothing contained in this Section 9 7(d) shall be deemed to prohibit Executive from (i) maintaining an ownership interest in, serving on the board of directors of or participating in the operations of, Xxxxxx Trucking Corporation, provided that the business activities of Xxxxxx Trucking Corporation are limited solely to trucking brokerage and warehousing and other activities not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities constituting Competitive Activities, or (yii) Executive’s maintaining an ownership interest in or serving as a reference upon request. If on the Company breaches its obligation to make the Severance Payments (other than board of Q2 Marketing, Inc. or, through Q2 Marketing, Inc., participating in the circumstances development and licensing of, the "Q-Pack" patent and related trademark, copyright and other related intellectual property rights; provided, further, that any such activities described in clauses (i) and (ii) above are in strict compliance with the next sentencelast two sentences of Section 1(b) or to comply with its obligations under Section 4 hereof, or from maintaining an ownership interest in and such breach is not cured within thirty (30) days after written notice of such breach is provided to conveying or leasing the Company by Executiveproperty located at 000 Xxxxx Xxxxxxx Xxxxxx, then in addition to any other remedies available to the ExecutiveXxxxxxxxxxxx, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsXxxxxxx.

Non-Competition. The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Corporation pursuant to this Agreement. The Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, including without limitation, pursuant to any non-competition or non-solicitation agreement. The Executive hereby agrees that he shall not (a) In view without the prior written consent of the unique and valuable services expected to Board which shall not be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of unreasonably withheld taking into account (i) one year following his employment with the Company or Executive’s career in the forest product industry and (ii) his non-disclosure obligations under Section 6.1) during the Severance Restricted Period (and within the “Non-Competition Period”)Prohibited Area whether on his own account or in conjunction with or on behalf of any other Person, Executive shall notand whether as an employee, whether for compensation director, officer, shareholder, partner, principal, agent, or without compensationin any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly, as an owneroperate, principalmanage, partnercontrol, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other personparticipate in, carry on, be employed by, be engaged or take part in, perform services in respect of, be concerned with, be financially interested in or render services financially assist, or permit his name to be used in connection with the activities from time to time of the Corporation (other than services the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any product which are generally offered is the same or similar to third parties) or provide advice tocompetitive with any product researched, owndeveloped, share produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge context of the Executiveabove described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, discussed the possibility Executive may acquire securities (i) of expanding a class or series that is traded on any stock exchange or over the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one counter if such securities represent not more than two percent (12%) of the shares issued and outstanding securities of any corporation whose shares are publicly traded on such class or series, (ii) of a national securities exchange mutual fund or other investment entity that invests in a portfolio the over-the-counter market shall selection and management of which is not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during within the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member control of the Fairway Group or solicitinvestor, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (yiii) Executive’s serving as held in a reference upon request. If fully managed account where the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply direct or influence in all material respects with his obligations under this Section 9 (other than any manner the selection of any investment in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentssuch securities.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation Company’s promise to be received disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive’s ownership interest in the Company, Executive hereby agrees that during and covenants that: Until the period end of his employment by the Company and the greater of (iSalary Continuation Period, defined above in Section 1(d)(i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensationanywhere in the Restricted Territory, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, partneremployee, memberofficer, shareholderdirector, independent contractor, consultantrepresentative, joint venturerstockholder, investorfinancial backer, licensoragent, lender partner, advisor, lender, or in any other individual or representative capacity whatsoever, alone, or in association with any other personindividual, carry onpartnership, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds corporation or other securities of, or otherwise become financially interested in, any entity primarily organization that is engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupCompetitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the provisions Restricted Period, for investment purposes only, in less than five percent of this Section 9 shall not be violated by (x) general advertising the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If on the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach NASDAQ National Market System if Executive is not cured within thirty (30) days after written notice of otherwise affiliated with such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentscorporation.

Non-Competition. (a) In view consideration for the termination payments and benefits that the Executive may receive in accordance with Section 7 of this Agreement, the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his Executive’s employment with the Company or and until two (ii2) years after the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge termination of the Executive’s employment with the Company, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall will not, directly or indirectly, during either (i) on the Non-Competition PeriodExecutive’s own behalf or as a partner, except officer, director, trustee, executive, agent, consultant or member of any person, firm or corporation, or otherwise, enter into the employ of, render any service to, or engage in any business or activity which is the same as or competitive with any business or activity conducted by the Company or any of its Affiliate (unless Executive is engaged only in an aspect of such business or activity that is not competitive with any business or activity conducted by the Company or any of its Affiliates and is not, directly or indirectly, engaged in any aspect of such business or activity that is competitive with any business or activity conducted by the Company or any of its Affiliates), or (ii) become an officer, employee or consultant of, or otherwise assume a substantial role or relationship with, any governmental entity, agency or political subdivision that is a client or customer of the Company or any of its Affiliates; provided, however, that the foregoing shall not be deemed to prevent the Executive 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 good faith performance aggregate, the Executive is not deemed to be the beneficial owner of his duties for more than five percent (5%) of the Fairway Groupclass of securities that is so publicly traded. During the period of the Executive’s employment and until two (2) years after the termination of the Executive’s employment, request the Executive will not, without the Company’s prior written consent, directly or cause any suppliers indirectly, on the Executive’s own behalf or customers with whom the Fairway Group has as a business relationship to cancel partner, shareholder, officer, executive, director, trustee, agent, consultant or terminate any such business relationship with any member of any person, firm or corporation or otherwise, seek to employ or otherwise seek the Fairway Group services of any employee or solicit, interfere with, entice from or hire from any member consultant of the Fairway Group Company or any employee of any member of the Fairway Groupits Affiliates. Notwithstanding anything to the foregoingcontrary in this Agreement, the provisions of this Section 9 8(B) shall not be violated by (x) general advertising null and void and of no further force or solicitation not specifically targeted at Fairway Group related persons or entities or (y) effect if the Executive’s serving employment is terminated by the Company in connection with or as a reference upon request. If result of the liquidation, dissolution, insolvency or other winding up of the affairs of the Company breaches or any of its obligation to make the Severance Payments (Affiliates other than in connection with a sale of substantially all the circumstances described in assets of the next sentence) Company or to comply with any of its obligations under Section 4 hereofAffiliates, and such breach is not cured within thirty (30) days after written notice without the establishment of such breach is provided a successor entity to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany.

Non-Competition. (a) In view From and after the Closing, until the fifteenth anniversary of the unique and valuable services expected to be rendered by Executive to the Fairway GroupClosing Date, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderSeller Parent will not, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationSeller Parent will cause its affiliates not to, directly or indirectly, as an owneranywhere in the United States (i) engage in, principalown any interest in, partnerinvest in, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alonelend funds to, or in association provide any management, consulting, financial, administrative or other services to any Competitive Business (as defined below), (ii) solicit, sell or attempt to sell goods and services offered by the Business to any facility which is a customer of the Business (or any successor), or (iii) disclose any confidential or non-public information regarding the Business to any third party, except as may be required by law. For purposes hereof, a "Competitive Business" means any business that provides the following goods or services to nursing homes, assisted living facilities and other long-term care constituencies: (a) pharmaceutical products, (b) pharmacy-related services of a nature currently provided (or being developed with the intention of providing) by Parent, its affiliates or the Business, (c) infusion therapy products and services, (d) respiratory equipment and supplies, and (e) parenteral and enteral nutrition products, wound care products, ostomy and urological supplies, together with all home health care services provided by UPC at its Springfield, Ohio location whether to LTC Customers or others. For a period of one year following the Closing Date, Seller Parent will not, and will cause its affiliates to not solicit, employ or contract with any person who is an employee of the Business (or any successor) and who is hired by Parent or the Purchaser in connection with the transactions contemplated thereby. This covenant not to hire shall not preclude Seller Parent or any of its affiliates from employing any person responding to a general solicitation for employment, provided neither Seller Parent nor any of its affiliates specifically directed the solicitation to such person. Moreover, the noncompetition covenant contained in this Section 4.13(a) shall not be interpreted to prohibit Seller Parent or any affiliate from owning or acquiring securities of any corporation or other person, carry on, business enterprise that may be engaged in activities described in said noncompetition covenants, provided that: (i) no affiliate of Seller Parent is an officer, director or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities employee of, or otherwise become financially interested inconsultant to, such corporation or business enterprise, (ii) such securities are held by Seller Parent or any entity primarily engaged affiliate for investment purposes only and represent in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge aggregate less than five percent of the Executive, discussed the possibility total equity interests of expanding the Fairway Group’s operations. The record such corporation or beneficial ownership by Executive of up to one percent business enterprise and (1%iii) of the shares of any corporation whose shares such securities are publicly traded listed on a national securities exchange or are regularly quoted in the over-the-over the counter market by one or more members of the National Association of Securities Dealers, Inc. Additionally, this covenant shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during preclude Sellers from continuing to operate the Non-Competition Period, except businesses identified in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member Section 4.13 of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupDisclosure Schedule. Notwithstanding the foregoing, the provisions of this Section 9 The Sellers shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving use all reasonable efforts to cause such employees as a reference upon request. If the Company breaches its obligation Parent may designate to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, sign employment and non-competition agreements on such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsterms as Parent may reasonably designate.

Non-Competition. The Stockholder will not, inside the State of Florida, for a period of one (a1) In view year after the Closing Date, own any interest in, manage, operate or control, or participate in the ownership, management, operation or control of the unique and valuable services expected to be rendered (such as by Executive to the Fairway Groupserving as a director, Executive’s knowledge of the trade secrets and other proprietary information relating to officer, employee, member, partner, consultant, agent or advisor), any business or enterprise that is involved in the business of banking or other financial services (the Fairway Group and in consideration of “Competitive Business”); provided, however, nothing contained herein shall prohibit the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of Stockholder from (i) one year following his employment with continuing to participate in the Company ownership, management, operation or control of a particular Competitive Business to the extent set forth in Annex A or (ii) acquiring and maintaining an ownership interest in a Competitive Business provided that the Severance Period acquired ownership interest, when aggregated with any ownership interest of (A) family members of the “Non-Competition Period”Stockholder and (B) any person who, together with the Stockholder and any other person would be deemed to be a group (as defined for purposes of Rule 13d-3 under the Exchange Act), Executive shall notrepresents less than 5% of the equity and voting power in such Competitive Business. The Stockholder acknowledges that the covenants in this section are executed in order to induce Acquiror to enter into and consummate the transactions contemplated by the Merger Agreement, whether are required by Acquiror for compensation or the purpose of preserving the business acquired by it in connection with the transactions contemplated by the Merger Agreement and that Acquiror would not enter into and consummate the transactions contemplated by the Merger Agreement without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in agreement of the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, Stockholder to the knowledge covenants contained in this section. The Stockholder also acknowledges that the scope, duration and geographic limitations contained in this section are reasonable given the nature of the Executive, discussed Company’s business and the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) nature of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunderCompetitive Business. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance event that any of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 section should ever be adjudicated to exceed the time, scope, geographic, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall not be violated by (x) general advertising deemed reformed in such jurisdiction to the maximum time, scope, geographic or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as other limitations enforceable under applicable law. The Stockholder further acknowledges that a reference upon request. If the Company breaches its obligation violation of this section would cause immeasurable injury to make the Severance Payments (other than Acquiror and that, in the circumstances described event of a breach by the Stockholder of this section, Acquiror will not have an adequate remedy at law. Accordingly, in the next sentence) or event of any such breach, Acquiror shall be entitled to comply with its obligations under Section 4 hereof, such equitable and injunctive relief as may be available to restrain the Stockholder and any other person participating in such breach is not cured within thirty (30) days after written notice from the violation of such breach is provided to the Company by Executiveprovisions hereof in any court of competent jurisdiction and injunctive relief without the necessity of posting a bond or proving special damages. Nothing herein, then in addition to however, shall be construed as prohibiting Acquiror from pursuing any other remedies available to at law or equity for such breach, including the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion recovery of the Severance Paymentsdamages.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his her employment by the Company and the greater of (i) one year following his her employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other area where the Company is doing business or state into which the Board of Directors has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his her obligations under this Section 9. If Executive does not comply in all material respects with his her obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view None of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge Purchaser or any of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationits subsidiaries shall, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share compete in the earnings of, invest in sorting and/or marketing of rough diamonds prior to the stocks, bonds date that any of the following events has occurred: (a) the Purchaser does not have a Nominee appointed or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which elected to the Board has, pursuant to the knowledge Section 8 (whether as a result of the Executiveresignation of a Nominee, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) choice of the shares Purchaser not to exercise its rights under Section 8 or the expiry of the Purchaser’s rights under Section 8 provided that if the Purchaser or any corporation whose shares are publicly traded of its subsidiaries shall directly or indirectly compete as aforesaid, the Purchaser’s nomination rights pursuant to Section 8 shall forthwith expire and be of no further effect whether or not they have otherwise expired); (b) a Change of Control of the Corporation; (c) the bankruptcy or insolvency of the Corporation, the Partnership or HWDM; (d) the conviction of the Corporation, HWDM, the Partnership or any of the Selling Entities of an offence involving material and adverse reputational consequences for the Corporation; or (e) a material default on a national securities exchange the part of the Corporation, HWDM, the Partnership or any of the Selling Entities in the over-the-counter market shall not of itself constitute a breach hereunderperforming marketing and/or sorting obligations (after 45 day cure period has expired in respect thereof). In addition, Executive shall notduring the Participation Period, neither the Purchaser nor the Corporation shall, directly or indirectlyindirectly (including through any of its subsidiaries), during solicit the Non-Competition Periodemployment or retainer of any current director or officer of the other party or any of its subsidiaries or, except in the good faith performance case of his duties the Purchaser, any of the employees of Xxxxx Xxxxxxx Technical Services Inc. (Canada). For greater certainty, for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions purposes of this Section 9 shall 14, solicitation will not be violated by (x) include solicitation of directors or officers where such solicitation is solely through advertising in periodicals of general advertising circulation or solicitation an employee search firm, so long as such party and/or its representatives do not direct or encourage such search firm to solicit a specifically targeted at Fairway Group related persons named director or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion officer of the Severance Paymentsother party.

Non-Competition. Each of the Equity Holder and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) In view inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of the unique Equity Holder and valuable the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services expected to be rendered any Person competing with the Business and that such direct or indirect competition by Executive to any such Party would result in a significant loss of goodwill by the Fairway Group, ExecutiveBusiness. In further consideration for the Buyer’s knowledge payment of the trade secrets and other proprietary information relating to the business Purchase Price under this Agreement (in respect of which payment each of the Fairway Group Equity Holder and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in consideration order to protect the value of the compensation to be received hereunder, and Executive’s ownership interest Business acquired by the Buyer hereunder (including the goodwill inherent in the CompanyBusiness as of the date hereof), Executive each of the Equity Holder and the Seller hereby agrees that during the period commencing on the Closing Date and ending on the third (3rd) anniversary of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “Non-Competition Period”), Executive such Party shall notnot acquire or hold any economic or financial interest in, whether for compensation act as a partner, member, stockholder, or without compensationrepresentative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller) having any location in any county in which the Business or the Buyer conducts operations as of the Closing Date, which entity, enterprise or other Person primarily engages in, directly or indirectly, as an ownerany business that competes with the Business; provided, principalhowever, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in that nothing contained herein shall be construed to prohibit any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of such Party from purchasing up to one an aggregate of two percent (12%) of any class of the shares outstanding voting securities of any corporation other Person whose shares securities are publicly traded listed on a national securities exchange or in the over-the-counter market shall not of itself constitute (but only if such investment is held on a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentencepurely passive basis), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view of the unique and valuable services it is expected to be rendered by Executive Employee will render to the Fairway GroupCompany, Executive’s Employee's knowledge of the customers, trade secrets and other proprietary information relating to the business of the Fairway Group Company and its customers and suppliers and similar knowledge regarding the Company which it is expected that Employee will obtain, and in consideration of the compensation to be received hereunder, and Executive’s ownership interest Employee agrees that, (a) during the period he is employed by the Company under this Agreement or otherwise, he will not Participate In (as hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business of the Company, without obtaining the prior written consent of the Executive agrees that during Committee of the period Board of his Directors of the Company, and (b) until the first anniversary of the date of the termination of Employee's employment by the Company and the greater of (i) one year following his employment with the Company under this Agreement or (ii) the Severance Period (the “Non-Competition Period”)otherwise, Executive shall not, whether for compensation or without compensationhe will not Participate In any business which is engaged, directly or indirectly, in the same business as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender the Company with respect to any specific product or specific service sold or activity in which the Company engages up to the time of termination of employment in any other capacity whatsoevergeographical area in which at the time of termination such product or service is sold or activity is engaged in by the Company; provided, alonehowever, that Employee may serve as a member of the Board of Directors of Elite Laboratories, Inc., for so long as Elite Laboratories, Inc. is not engaged in the same business as, or in association competition with, the Company with respect to any specific product sold or specific activity engaged in by the Company. For purposes of this Section 6 the term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, carry on, be engaged firm or take part in, or render services (other than services which are generally offered to third parties) or provide advice tocorporation, own, share manage, operate, control, loan money to or participate in the earnings ofownership, invest in the stocksmanagement, bonds operation or other securities control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise become financially interested inwith, any entity primarily engaged or acquiesce in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge use of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectlyhis name in." Employee further agrees that, during the Non-Competition Period, except in period he is employed by the good faith performance of his duties for Company under this Agreement or otherwise and until the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member first anniversary of the Fairway Group date of the termination of Employee's employment under this Agreement or solicitotherwise, he will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company, any of its suppliers, customers or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsemployees.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation benefits of this Agreement, the Shareholder Agreement and the Merger Agreement to be received hereunderthe Shareholder and in order to induce Paraxxxxxx xx enter into this Agreement, the Shareholder Agreement and Executive’s ownership interest in the CompanyMerger Agreement and Champion to enter into the Merger Agreement, Executive the Shareholder hereby covenants and agrees that during the period from the date of his employment by the Company Shareholder Agreement to the date of termination of each and every provision of the Shareholder Agreement with respect to the Shareholder and each and every Affiliate or Associate of the Shareholder or the relinquishment of all rights relating to the nomination of, and resignation of, all director nominees of the Shareholder and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Shareholder's Affiliates and Associates (the “Non-Competition Period”)"Term") neither the Shareholder nor any Affiliates of the Shareholder shall, Executive shall notwithout the prior written consent of Paraxxxxxx, whether for compensation xxrectly or indirectly, compete with Paraxxxxxx xx any of its Subsidiaries in the business (which specifically does not include any ancillary hospital service businesses related to such business, including, without compensationlimitation, dietary, maintenance, security and other related service businesses) of owning, leasing or managing hospitals and ambulatory care centers (the "Business") in the Restricted Area (as defined below) or have any interest, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere Business in the northeastern United States and Restricted Area. Nothing in any other area where this Section shall prohibit the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent Shareholder from (1%i) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notowning, directly or indirectly, during control of a Person (the Non-Competition Period"Subject Company") if the Subject Company is not primarily engaged, except directly or indirectly, in the good faith performance of his duties for Business in the Fairway GroupRestricted Area and, request within twelve months after such acquisition, the Shareholder causes the Subject Company to divest any business or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member assets of the Fairway Group Subject Company that engage in the Business in the Restricted Area or solicit(ii) owning, interfere withdirectly or indirectly, entice from not more than 5% of any class of voting securities of a publicly traded Person that is engaged, directly or hire from any member indirectly, in the Business in the Restricted Area. The Shareholder specifically agrees that this covenant is an integral part of the Fairway Group any employee inducement of any member of Champion and Paraxxxxxx xx consummate the Fairway Group. Notwithstanding transactions contemplated by the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, Merger Agreement and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive that it shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsspecifically enforceable by Paraxxxxxx' xxccessors and permitted assigns.

Non-Competition. (a) In view of i. During the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Compete Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectlyindirectly through an intermediary, without the consent of the Company, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which (x) competes with the Employer or any Company Affiliate or (y) is a financial institution which currently has a material relationship with, or interests adverse to, the Employer or any Company Affiliate and the Executive’s role with such financial institution could involve such institution’s relationship with the Employer or Company Affiliate or the Employer’s or Company Affiliate’s investments, or (C) own an interest in any entity described in subsection (B) immediately above; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as her direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Employer or Company Affiliate policy applicable to the Executive. The Executive agrees that, except with the consent of the Employer, before providing services, whether as an employee or consultant, to any entity described in subsection (B) above during the Non-Competition Compete Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has Executive will provide a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions copy of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation Agreement to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofsuch entity, and such breach is not cured within thirty (30) days after written notice of such breach is provided entity shall acknowledge to the Company Employer in writing that it has read this Agreement. The Executive’s provision of a copy of this Agreement to a financial services entity during the Non-Compete Period, as required by Executivethe preceding sentence, then in addition to any other remedies available to shall not constitute a violation of the Executive, Executive shall be released from his ’s confidentiality obligations under this Section 96. If The Executive does not comply acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in all material respects with his obligations under this Section 9 (other than force and that, as a result of the foregoing, in the circumstances described in event that the immediately preceding sentence)Executive breaches such covenant, then notwithstanding anything herein to monetary damages would be an insufficient remedy for the contrary, the Company shall not be obligated to pay Executive any remaining portion Employer and equitable enforcement of the Severance Paymentscovenant would be proper.

Non-Competition. (a) In view of During the unique Term and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the for a period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non12-Competition Period”)months thereafter, Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive Consultant shall not, directly or indirectly, during the Nonwhether as owner, partner, investor, consultant, agent, employee, co-Competition Periodventurer or otherwise, except in the good faith performance compete with Agenus or any of his duties its Affiliates or undertake any planning for the Fairway Groupany business competitive with Agenus or any of its Affiliates. Specifically, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding but without limiting the foregoing, Consultant agrees not to engage in any manner in any activity that is directly or indirectly competitive with the provisions business of Agenus or any of its Affiliates as conducted or under consideration at any time during the Term or during Consultant’s previous employment with Agenus. Restricted activity includes without limitation accepting employment or a consulting position with any Person (as defined below) who is, or at any time during the Term or during Consultant’s previous employment with Agenus has been, a competitor or a customer of Agenus or any of its Affiliates. For the purposes of this Section 9 1.4, the business of Agenus and its Affiliates shall include all Products (as defined below), and Consultant’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing shall not be violated by prohibit Consultant’s passive ownership of two percent (x2%) general advertising or solicitation less of the equity securities of any publicly traded company. Consultant agrees that, during the Term and for a period of 12-months thereafter, he will not specifically targeted at Fairway Group related persons undertake any outside activity, whether or entities not competitive with the business of Agenus or (y) Executive’s serving as its Affiliates, that could reasonably give rise to a reference upon requestconflict of interest or otherwise interfere with his duties and obligations to Agenus or any of its Affiliates. If the Company breaches its obligation to make the Severance Payments (“Person” means an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization, other than in Agenus or any of its Affiliates. “Products” mean all products planned, researched, developed, under development, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by Agenus or any of its Affiliates, together with all services provided or planned by Agenus or any of its Affiliates, during the circumstances described in the next sentence) Term or to comply during Consultant’s previous employment with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsAgenus.

Non-Competition. (a) In view of the unique fact that any activity of Shareholder in violation of the terms hereof would deprive Parent, Surviving Corporation and valuable services expected their affiliates (as defined below) of the benefit of the bargain under the Merger Agreement, as a material inducement to be rendered by Executive and a condition precedent of Parent's obligations thereunder, and to preserve the goodwill associated with Surviving Corporation's business, Shareholder hereby agrees to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive following restrictions on his activities: Shareholder hereby agrees that during the period of his employment by commencing on the Company date hereof and ending 18 months after the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”)date hereof, Executive shall he will not, whether for compensation or without compensationthe express written consent of Parent, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in, provide or facilitate the provision of financing to, or assist (whether as an owner, principalpart-owner, shareholder, partner, memberdirector, shareholderofficer, independent contractortrustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoevercapacity), aloneany business, organization or in association with any other person, carry on, be engaged or take part in, or render services person (as defined below) other than Parent or Surviving Corporation (or any affiliate of Parent or Surviving Corporation), whose business, activities, products or services which are generally offered competitive with the Business conducted by Parent or Company (or any affiliate of Parent or Company) as of the date hereof. Without implied limitation, the foregoing covenant shall include soliciting, for or on behalf of Shareholder or any such competitor, any client of Surviving Corporation, and diverting to third parties) any person any client or provide advice to, own, share business opportunity of Surviving Corporation. The parties intend that the covenant contained in the earnings ofpreceding portion of this paragraph shall be construed as a series of separate covenants, invest in one for each of the stocksseparate geographical areas to which this Agreement applies. Except for the geographic coverage, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, terms of each such covenant shall be deemed identical to the knowledge terms of the Executivecovenant described above. Shareholder hereby agrees that during the period commencing on the date hereof and ending 18 months after the date hereof, discussed he will not, without the possibility express written consent of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notParent, directly or indirectly, during the Non-Competition Period, except anywhere in the good faith performance United States, solicit for employment, for or on behalf of his duties for the Fairway Group, request himself or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with competitor, any member of the Fairway Group officer or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of Surviving Corporation, or encourage, for or on behalf of himself or any member of the Fairway Groupsuch competitor, any such officer or employee to terminate his or her relationship or employment with Surviving Corporation. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, Shareholder may retain, but not increase, his ownership interest in Just In Time Solutions, Inc. and make passive investments in any enterprise, the Company shall not be obligated to pay Executive any remaining portion shares of which are publicly traded, if such investment constitutes less than five (5) percent of the Severance Paymentsequity of such enterprise, and Shareholder may purchase shares of Parent's common stock without limitation hereunder. As of the date of this Agreement, Shareholder has no business interests in or relating to the Business whatsoever other than his interest in Company, and other than his interest as a shareholder of Just In Time Solutions, Inc. and interests in public companies of less than five (5) percent.

Non-Competition. (a) In view The Employee acknowledges that during the Term of Employment, the Employee's access to the Confidential Information will enable the Employee to benefit from the Employer's goodwill and know-how. The Employee further acknowledges that it would be inherent in the performance of the unique Employee's duties as a director, officer, employee, agent or consultant of any company which competes with the Employer or any Affiliate, as hereinafter defined, or which intends to or may compete with the Employer or any such Affiliate, to disclose or use the Confidential Information, and valuable services expected the Employer's or the Affiliate Companies' goodwill and know-how, to be rendered or for the benefit of such other company. The Employer's primary business relates to residential real estate home improvement loans insured by Executive the FHA under Title I of the National Housing Act (collectively, the "Property Improvement Loans"). Accordingly, "Competitive Business" (as used herein) shall mean the underwriting, origination, servicing, acquisition, holding, ownership, sale, transfer, assignment, pledge, financing and refinancing of Property Improvement Loans and any activities incidental to the Fairway Groupforegoing activities, Executive’s knowledge including without limitation any activities involving the origination of Property Improvement Loans from home owners or the acquisition of Property Improvement Loans from contractors, correspondents, banks or other sources of loan production and acquisition by the Employer, and the issuance, ownership, sale, acquisition or transfer of securities backed by Property Improvement Loans. To protect these vital interests of the trade secrets Employer and other proprietary information relating to any Affiliate, the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive Employee agrees that during the Term of Employment and for a period of his employment by the Company and the greater of one (i1) one year following his the termination of the Employee's employment with hereunder, the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall Employee will not, whether for compensation or without compensationthe prior written consent of the Employer, directly or indirectly, whether as an ownera director, principalofficer, partneremployee, member, shareholder, independent contractor, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.otherwise:

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with During the Company or (ii) the Severance Period (the “Non-Competition Compete Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, (A) solicit or encourage any client or customer of the Company or any of its Affiliates, or any Person who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company, any existing business arrangements with the Company or any of its Affiliates, to transfer existing business from the Company or any of its Affiliates to any other Person or to conduct with any other Person any business or activity that such client or customer conducts or could conduct with the Company or any of its Affiliates, (B) provide services in any capacity to any entity that competes with the Company or its Affiliate in the United States or any other jurisdiction in which the Executive has any responsibility during his employment hereunder (collectively, the “Restricted Area”) (or, with respect to the portion of the Non-Competition Compete Period that follows termination of the Executive’s employment, any product or service provided by the Company or its Affiliates within the two years prior to the termination of Executive’s employment) anywhere in the Restricted Area or (C) own an interest in any entity described in subsection (B) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 2% of the voting power of such entity. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non Compete Period, except he will provide a copy of this Agreement to such entity and acknowledge, to the Company in the good faith performance of his duties for the Fairway Groupwriting, request or cause any suppliers or customers with whom the Fairway Group that he has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Groupdone so. Notwithstanding the foregoing, the provisions of nothing in this Section 9 7 shall prevent the Executive from providing services to a division or a subsidiary of an entity that does not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If compete with the Company breaches or any of its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) Affiliates and that does not provide products or to comply services competitive with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is products or services provided to by the Company by Executive, then in addition to or any of its Affiliates even if other remedies available to divisions or subsidiaries of that entity compete with the Executive, Executive shall be released from his obligations under this Section 9. If Company so long as the Executive does not comply participate in all material respects the business of or have any managerial or supervisory authority with his obligations under respect to such competitive division or subsidiary. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. The Executive further covenants that he shall not challenge the reasonableness of any of the covenants set forth in this Section 9 (other than in 7, but reserves the circumstances described in right to challenge the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion Company’s interpretation of the Severance Paymentssuch covenants.

Non-Competition. (a) In view The Purchaser, Forsbergs, and Seller agree that the Purchase Price is fixed on the basis that the transfer of the unique and valuable services expected to be rendered by Executive Transferred Assets to the Fairway Group, Executive’s knowledge Purchaser would provide the Purchaser with the full benefit and goodwill of the trade secrets Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller's working relationships with all of its distributors, sales representatives, and customers are to a large extent personal to the Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Transferred Assets will not be diminished by acts of the Seller or Forsbergs after the Closing Date. Accordingly, the Seller and Forsbergs covenant and agree that, commencing on the Closing Date and ending five years from the Closing Date, it will not, within a 100 mile radius of the City of Xxxxxxx, Shoshone County, Idaho (i) directly or indirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any business, firm, corporation, partnership, person, proprietorship or other proprietary information relating to entity which is conducting any business which competes with the business of the Fairway Group and in consideration of Seller as constituted on the compensation to be received hereunderClosing Date (the "Restricted Business"), and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) directly or indirectly solicit employment by any person, partnership, corporation or other entity of any of the Severance Period employees, consultants, agents, or independent contractors of the Seller (for this purpose the “Non-Competition Period”terms "employees", "consultants", "agents", and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), Executive shall notor (iii) solicit, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, aloneinterfere with, or in association with endeavor to entice away from the Seller, on behalf of any other person, carry onpartnership, be engaged or take part incorporation, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested inentity, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge customer of the Executive, discussed Restricted Business of the possibility of expanding the Fairway Group’s operationsSeller. The record or beneficial ownership by Executive of up foregoing provisions shall not apply to one percent (1%) of the investments in shares of any stock of Purchaser or of a corporation whose shares are publicly traded on a national securities exchange or in on the national over-the-counter market shall not of itself constitute market. If the Seller commits a breach hereunder. In additionbreach, Executive shall notor threatens to commit a breach, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 8.3, the Purchaser shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If have the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofright and remedy, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available others, to have the provisions of this Section 8.3 specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being acknowledged and understood by the Seller that any such breach or threatened breach will cause irreparable injury to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does Purchaser and that money damages will not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsprovide an adequate remedy therefor.

Non-Competition. (a) The Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in any court of law. In view of the unique and valuable services expected to be rendered by Executive value to the Fairway Group, Executive’s knowledge Company of the trade secrets services of the Executive, the Executive hereby covenants and agrees that so long as he remains employed by the Company (whether under this agreement or any other proprietary information relating written or oral agreement or arrangement) and for a period of up to one (1) year after the termination or expiration of any such employment for any reason specified in Section 9 Paragraph C, the Executive shall not directly or indirectly engage in or have an active interest in, anywhere in the world, alone or in association with others, as principal, officer, agent, executive, consultant, independent contractor, director, partner or stockholder, or through the investment of capital, lending of money or property, rendering of services, or otherwise, any business directly competitive with the business engaged in by the Company, the Executive hereby acknowledging that the Company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that this Section 7 shall not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (10%) of the securities of any issuer that are 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 any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, and such revisions to Exhibit E shall be the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive shall not, and shall not permit, cause or authorize any of his executives, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, to recruit or otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the Company or any successor to the business of the Fairway Group and in consideration company or any affiliate of the compensation Company to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of terminate his or her employment by the Company and the greater of (i) one year following his employment or other relationship with the Company or (ii) the Severance Period (the “Non-Competition Period”), such successor or affiliate. The Executive shall not, whether for compensation or without compensationnot at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words ox xxages which are the same as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or similar to those used at any time by the Company or any affiliate in any other capacity whatsoever, alone, or in association connection with any other personproduct or service, carry on, whether or not such use would be engaged or take in a business competitive with that of the Company. This Restrictive Covenant on the part in, or render services (other than services which are generally offered of the Executive is given and made by the Executive to third parties) or provide advice to, own, share in induce MegaMedia to employ the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States Executive and in any other area where the Company is doing business or to enter into which the Board has, to the knowledge of this Employment Agreement with the Executive, discussed and the possibility Executive hereby acknowledges the sufficiency of expanding the Fairway Group’s operationsconsideration for this Restrictive Covenant. The record This Restrictive Covenant is not executory or beneficial ownership otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or xxx xxmmon law; it is supported by Executive valid business interests, including the protection of up to MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, and the one percent (1%) year restriction is essential to the full protection of those valid business interests. If any portion of this Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the shares specified lines of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoingbusiness, the provisions specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of this Section 9 shall not business, a lesser period, or a smaller geographic area that is determined to be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofreasonable, non-arbitrary, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company against public policy for any reason, may be enforced by Executive, then in addition to any other remedies available to MegaMedia against the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view During the period from the date hereof until the second anniversary after the expiration of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Initial Period (the “Non-Competition "Noncompete Period”"), Executive neither Seller nor any of the Filefront Principals shall not, directly or indirectly (whether for compensation such Party or without compensationfor any other Person) own any interest in, directly or indirectlyoperate, manage, control, engage in, participate in (whether as an ownerofficer, principaldirector, employee, partner, memberagent, shareholderrepresentative or otherwise), independent contractorinvest in, consultantpermit any of their names to be used by, joint venturerconsult with, investoradvise, licensor, lender or in any other capacity whatsoever, alone, render services for (alone or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities ofPerson), or otherwise become financially interested assist in any manner (a) any Person (each a "Restricted Person") that engages in or owns, invests in, operates, manages or controls any entity primarily engaged venture or enterprise which directly or indirectly engages or proposes to engage in the retail grocery a business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge Buyer's Game Group engages as of the Executive, discussed Closing Date or any time during the possibility of expanding the Fairway Group’s operations. The record Initial Period or beneficial ownership by Executive of up which any Seller or any Filefront Principal has knowledge that Buyer's Game Group intends to one percent (1%) engage as of the shares Closing Date or any time during the Initial Period; (b) any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any corporation whose shares are publicly traded on a national securities exchange Restricted Person; or (c) any Person in the over-the-counter market shall not which any Restricted Person owns an interest or participates, which any of itself constitute a breach hereunder. In additionRestricted Person manages or controls (whether as an officer, Executive shall notdirector, directly employee, partner, agent, representative or indirectlyotherwise), during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause with which any suppliers Restricted Person consults or customers with whom the Fairway Group has a business relationship to cancel which any Restricted Person otherwise provides management or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Groupfinancial support. Notwithstanding the foregoing, the provisions of this Section 9 Noncompete Period shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If terminate in the Company breaches its obligation event that Buyer and Guarantor have breached any obligations to make the Severance Payments (other than in Additional Purchase Price Payment on the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days 10th day after written notice of such breach breach, unless prior to such time, Buyer's obligations to make the Additional Purchase Price Payment are satisfied (by Buyer or Guarantor). Nothing herein shall prohibit Sellers or the Filefront Principals from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive investment in the stock of a corporation that is provided to publicly traded, so long as neither Seller nor any of the Company by Executive, then in addition to Filefront Principals has any other remedies available to participation in the Executive, Executive shall be released from his obligations under business of any such corporation. The Parties expressly acknowledge and agree that each and every restriction imposed by this Section 9. If Executive does not comply in all material respects 7F(i) is reasonable with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence)respect to subject matter, then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentstime period and geographical area.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with During the Company or (ii) the Severance Period (the “Non-Competition Compete Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectlyindirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which (x) competes with the Employer or any Company Affiliate, or competed with the Employer or any Company Affiliate during the Executive’s tenure with the Employer or (y) is a financial institution which currently has a material relationship with the Employer or any Company Affiliate and the Executive’s role with such financial institution could involve such institution’s relationship with the Employer or Company Affiliate or the Employer’s or Company Affiliate’s investments, or (C) own an interest in any entity described in subsection (B) immediately above; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as her direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Employer or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Competition Compete Period, except she will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the good faith performance of his duties Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Fairway GroupExecutive while such covenant remains in force and that, request or cause any suppliers or customers with whom the Fairway Group has as a business relationship to cancel or terminate any such business relationship with any member result of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in event that the next sentence) or to comply with its obligations under Section 4 hereofExecutive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion equitable enforcement of the Severance Paymentscovenant would be proper.

Non-Competition. (a) In view of consideration for Executive's employment by the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received Company hereunder, the Extended Employment Term, the various other rights conferred on Executive under this Agreement and Executive’s ownership interest the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the CompanyStock Purchase Agreement), Executive hereby covenants and agrees that during the period term of his employment hereunder, for the remaining (or unexpired) portion of the Employment Term in the event Executive's employment hereunder is terminated prior to the expiration of the Employment Term either by the Company for Reasonable Cause or by Executive for other than Reasonable Cause, and for a period of one (1) year after the greater expiration of (i) one year following his employment with the Company or (ii) the Severance Period this Agreement (the “"Non-Competition Period”Compete Term"), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive he shall not, directly or indirectly, whether by, through or as an officer, director, stockholder, partner, owner, employee, creditor, or otherwise, be engaged in any other commercial activities or pursuits whatsoever which may in any way be in competition or conflict with the business of Sunshine as it was or is conducted by Sunshine prior to the Merger or the Company at any time whether before or after the Merger (including without limitation the manufacturing, processing and marketing of nuts and other snack food items) in any market or geographic area in which the Company and/or any of its subsidiaries or affiliates is then doing business. Executive further covenants and agrees that during the Non-Competition PeriodCompete Term, except in the good faith performance of he shall not, directly or indirectly, on his duties for the Fairway Group, request own behalf or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee on behalf of any member other person, firm or corporation, pursue any party which was a customer of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrarySunshine, the Company shall not be obligated to pay Executive and/or any remaining portion of its subsidiaries or affiliates as of the Severance Paymentsdate on which Executive ceases, for whatever reason, to be employed hereunder (the "Cessation of Employment Date") or at any time within the 24-month period preceding the Cessation of Employment Date for the purpose of soliciting and/or providing to any of those customers any products, goods, or services of the nature and type sold by either Sunshine, The Company and/or any of its subsidiaries or affiliates. For purposes of the preceding sentence, a "customer of Sunshine, the Company and/or any of the Company's other subsidiaries or affiliates," includes, but is not limited to, (a) any person, firm or corporation which Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services and which any of Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns, as of the Cessation of Employment Date or at any time within the 24-month period preceding such date, is or was pursuing by regular contacts with such person, and (b) any person, firm or corporation specifically identified by Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns in any of their respective marketing or strategic plans as a target for solicitation of orders for products, goods or services of Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment by five (5) years commencing on the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period date hereof (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive SpinCo shall not, directly or indirectly, during the Non-Competition Period, except through one or more of its Subsidiaries or otherwise: (i) engage in or assist others in engaging in the good faith performance Restricted Business in the Territory; (ii) have an equity or other ownership interest in any Person (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, agent, trustee or consultant; (iii) solicit or accept the business of his duties for any actual or prospective client or customer of DG or the Fairway GroupRestricted Business (including any existing or former client or customer of DG, request the Buyer or cause any suppliers of their respective Subsidiaries or customers with whom the Fairway Group Restricted Business and any Person that becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or any other Person who has a business relationship to cancel or terminate any such material business relationship with DG, the Buyer or any member of their respective Subsidiaries or the Fairway Group Restricted Business, to purchase products or solicitservices competitive with the Restricted Business; or (iv) cause, interfere withinduce or encourage any actual or prospective client, entice from customer, supplier or hire from licensor of DG, the Buyer or any member of their respective Subsidiaries as it relates to the Fairway Group Restricted Business (including any employee existing or former client, customer, supplier or licensor of DG, the Buyer or any member of their respective Subsidiaries as it relates to the Fairway GroupRestricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the provisions SpinCo may own, directly or indirectly, solely as an investment, equity securities of this Section 9 shall any Person traded on any national securities exchange if SpinCo is not be violated by a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence5%) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice more of any class of equity securities of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsPerson.

Non-Competition. (a) In view of For so long as the unique Executive is employed by 70MM and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during continuing for the period of his time during which 70MM is obliged to pay any amounts to the Executive under Section 4.1.1 hereof (up to three years) after the date of the termination of the employment by of the Company and Executive with 70MM, notwithstanding whether the greater of (i) one year following his Executive's employment is terminated with or without Cause or whether the Company or (ii) Executive resigns, the Severance Period (the “Non-Competition Period”), Executive shall not, without the prior written consent of Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of Imax (a "Competitor"), which is principally engaged or reasonably anticipated to become principally engaged in designing or supplying large screen theatres, distributing projection and sound systems for large screen theatres or designing or supplying motion simulation theatres or producing or distributing films for motion simulation theatres or, where such Competitor is not principally engaged in these activities but carries on these activities as part of its business then the Executive shall not directly or indirectly provide services to such Competitor in connection with these activities. Subsequent to the period referenced above, the Executive shall be free to create and work within a "post production" business (whether for compensation or without compensationnot incorporated), provided that, during the one year period following the period referenced above, no such "post-production" business shall be financed by, directly or indirectly, as an ownernor may the Executive be directly or indirectly employed by, principala direct competitor of Imax (including, partnerwithout limiting the generality of the term "direct competitor", memberIwerks Entertainment, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender Inc. or in any other capacity whatsoever, alone, Showscan Entertainment Inc. or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third partiestheir successors and affiliates) or provide advice to, own, share in the earnings of, invest large format film business. The Executive confirms that all restrictions in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States this Section are reasonable and in any other area where the Company is doing business or into which the Board has, valid and waives all defences to the knowledge strict enforcement thereof. "Post production" business is defined to include post production services related to large format motion pictures, including negative cutting, laboratory supervision, release print assembly and preparation, print quality assurance, print coating and rejuvenation, film storage and inventory control, supervision of optical effects, film production consultation, 35mm daily printdowns, color timing including V.I.S.T. timing, video mastering supervision and tape duplication and supply of ancillary products. Nothing in this provision restricts the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance one year period referred to above from performing services for a direct competitor of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving Imax as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice customer of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsa post production business.

Non-Competition. (a) Each Shareholder acknowledges that the business in which the Surviving Corporation engages is unique and has benefitted from the Shareholder's specialized expertise, who has performed, and is expected to perform, unique services for the Surviving Corporation, as successor to the Company. In view carrying on its business, the Surviving Corporation has developed goodwill throughout the territory in which it does business, which extends throughout the United States (the "Territory"). In performing his services for the Surviving Corporation, each Shareholder has had, and is expected to have, access to all of the unique Surviving Corporation's clients, suppliers and valuable services expected Confidential Information. Accordingly, in order to be rendered by Executive to preserve the Fairway Group, Executive’s knowledge value of the trade secrets Surviving Corporation upon the Merger and other proprietary information relating to preserve the business goodwill of the Fairway Group Surviving Corporation, each Shareholder agrees 36 that he will not (alone, or as a partner, employee, officer, agent, representative, director, stockholder, lender or investor of or in any person or entity), directly or indirectly (a) any time while he is employed by the Surviving Corporation or any Affiliate and in consideration for a period of two (2) years after termination of such employment (regardless of the compensation to be received hereundercircumstances of such termination), and Executive’s ownership interest engage in any activity, anywhere in the CompanyTerritory, Executive agrees that involves the telemarketing of medical, pharmaceutical or healthcare products or services, or otherwise engage in or assist another Person in any business that relates to telemarketing of services or products as to which such Shareholder was involved or exposed to at any time while he was an employee of the Surviving Corporation or any Affiliate; or (b) at any time solicit, induce or encourage any of the employees of, or consultants to, the Surviving Corporation or any Affiliate to terminate his employment or consultancy or to work for a competitor of the Surviving Corporation or any Affiliate or engage any of such persons to work for a competitor of the Surviving Corporation or any Affiliate; or (c) at any time solicit, induce or encourage any client or supplier of the Surviving Corporation or any Affiliate who was a client or supplier of the Surviving Corporation or any Affiliate at any time during the period term of his employment by the Company and the greater of (i) one year following his such Shareholder's employment with the Company Surviving Corporation or any Affiliate to modify, discontinue, terminate or cancel any contract, agreement, service or relationship with the Surviving Corporation or any Affiliate in effect or proposed at the time of the termination of employment of such Shareholder with the Surviving Corporation or any Affiliate; or (iid) the Severance Period (the “Non-Competition Period”)at any time solicit, Executive shall not, whether for compensation induce or without compensation, directly encourage any Person that was a prospective client or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge supplier of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record Surviving Corporation or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, Affiliate during the Non-Competition Period, except in term of such Shareholder's employment with the good faith performance of his duties for the Fairway Group, request Surviving Corporation or cause any suppliers or customers with whom the Fairway Group has Affiliate not to enter into a business relationship to cancel or terminate any such business relationship with the Surviving Corporation or any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsAffiliate.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, the consideration received under the Purchase Agreement and Executive’s and his family’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and for a period of five (5) years following the greater termination of (i) one year following his Executive’s employment with the Company or (ii) the Severance Period hereunder (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily person engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other area where the Company is doing business or state into which the Board has, to the knowledge of the Executive, Directors has discussed the possibility of expanding the Fairway Group’s operations; provided that if Executive’s employment is terminated as a result of non-renewal of this Agreement by the Company, the Non-Competition Period shall be reduced to one (1) year; and provided further that if Executive’s employment is terminated without justifiable cause or by Executive for good reason, the Non-Competition Period will be reduced to the greater of one (1) year or, as applicable, the remainder of the Severance Period if Executive is being paid severance pursuant to Section 8(f)(i), (ii) or (iii); provided, however, Executive’s retention of his rights under Section 4 pursuant to said clauses shall not be treated as a “period during which payments are made” for purposes of calculating the Severance Period. The record or beneficial ownership by Executive of up to one three percent (13%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 5 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 910. If Executive does not comply in all material respects with his obligations under this Section 9 10 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsPayments or any amount due pursuant to Section 4 hereof; provided, however, that in the event that Executive’s violation of the non-compete provisions set forth in this Section 10 hereof is unintentional, then Executive shall be entitled to that portion of the bonus payable pursuant to Section 4, if any, that exceeds three times the amount of the damages caused by Executive’s violation of the non-compete provisions of this Section 10. For the avoidance of doubt, any activity that constitutes a violation of the non-compete provisions shall be intentional if Executive directly or indirectly received compensation in connection with such activity.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during During the period of his employment by commencing on the Company Closing Date and ending four (4) years after the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”)Closing Date, Executive Sellers shall not, whether for compensation or without compensationand shall cause their Affiliates not to, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever(i) develop, aloneconstruct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in association the management or control of, any Person with respect to the development, construction, ownership or operation of any other personProhibited Business that is located within the Territory, carry on, be engaged or take part (iii) own a financial interest in, or render services (other than services which are generally offered to third parties) or provide advice lend money to, ownany Person that engages in any of the activities described in clauses (i) and (ii), share above; provided, however, that Sellers may (x) acquire a Person that engages in the earnings ofProhibited Business, invest among other activities of such Person, in the stocksTerritory, bonds provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the full fiscal year immediately prior to such acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other securities of, business arrangement) for the development or otherwise become financially interested in, operation of a business that is not a Prohibited Business in the Territory with any entity primarily Person who is not directly engaged in the retail grocery business anywhere Prohibited Business in the northeastern United States and Territory but which is an Affiliate of another Person engaged in any other area where the Company is doing business Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or into which otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the Board hasevent that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the knowledge greater of fair market value or the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided purchase price allocated to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.Prohibited Business in

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States (which for the avoidance of doubt includes the eastern seaboard from Virginia to Maine, as well as the District of Columbia, Pennsylvania and Vermont) and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view The Purchaser, Forsbergs, and Seller agree that the Purchase Price is fixed on the basis that the transfer of the unique and valuable services expected to be rendered by Executive Transferred Assets to the Fairway Group, Executive’s knowledge Purchaser would provide the Purchaser with the full benefit and goodwill of the trade secrets Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller’s working relationships with all of its distributors, sales representatives, and customers are to a large extent personal to the Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Transferred Assets will not be diminished by acts of the Seller or Forsbergs after the Closing Date. Accordingly, the Seller and Forsbergs covenant and agree that, commencing on the Closing Date and ending five years from the Closing Date, it will not, within a 100 mile radius of the City of Kxxxxxx, Shoshone County, Idaho (i) directly or indirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any business, firm, corporation, partnership, person, proprietorship or other proprietary information relating to entity which is conducting any business which competes with the business of the Fairway Group and in consideration of Seller as constituted on the compensation to be received hereunderClosing Date (the “Restricted Business”), and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) directly or indirectly solicit employment by any person, partnership, corporation or other entity of any of the Severance Period employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms “Non-Competition Periodemployees”, “consultants”, “agents”, and “independent contractors” shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), Executive shall notor (iii) solicit, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, aloneinterfere with, or in association with endeavor to entice away from the Seller, on behalf of any other person, carry onpartnership, be engaged or take part incorporation, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested inentity, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge customer of the Executive, discussed Restricted Business of the possibility of expanding the Fairway Group’s operationsSeller. The record or beneficial ownership by Executive of up foregoing provisions shall not apply to one percent (1%) of the investments in shares of any stock of Purchaser or of a corporation whose shares are publicly traded on a national securities exchange or in on the national over-the-counter market shall not of itself constitute market. If the Seller commits a breach hereunder. In additionbreach, Executive shall notor threatens to commit a breach, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 8.3, the Purchaser shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If have the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofright and remedy, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available others, to have the provisions of this Section 8.3 specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being acknowledged and understood by the Seller that any such breach or threatened breach will cause irreparable injury to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does Purchaser and that money damages will not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsprovide an adequate remedy therefor.

Non-Competition. (a) In view of the unique The Seller hereby acknowledges and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company Purchaser would not have entered into this Agreement or the License Agreement if the Seller had not agreed to this non-competition covenant; and (ii) Seller has had access to information that is confidential to the Severance Period Purchaser, which constitutes a valuable, special and unique asset of the Purchaser, and with respect to which the Purchaser is entitled to the protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for enforcement of this Agreement is brought). For a period of five (5) years following the Closing Date (the “Non-Competition Covenant Period”), Executive shall the Seller agrees that it will not, whether for compensation directly or without compensationindirectly (through any entity or other Person), and shall cause each of its Subsidiaries not to, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an owneremployee, principalagent, partneradvisor, member, shareholderconsultant to, independent contractorcontractor to, consultantrepresentative, joint venturer, investor, licensor, lender or in any other capacity whatsoeverwithin North America, aloneSouth America or Central America (collectively, the “Territory”), engage in the Business. Notwithstanding anything else to the contrary in this Agreement, none of the restrictions or limitations in this Section 6.9 shall be applicable to (i) any Person that acquires Seller, by merger, consolidation, sale of all or substantially all of its assets, purchase or other acquisition of a majority of Seller’s outstanding voting securities or otherwise, which Person was not an Affiliate of Seller prior to such acquisition, or (ii) any Person that acquires any of Seller’s assets, whether by purchase or by sale in connection with any reorganization or liquidation of Seller, which Person was not an Affiliate of Seller prior to such acquisition. Seller agrees that it will not (directly or indirectly through any entity or other Person), and shall cause each of its Subsidiaries not to, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, representative, or in any other capacity (i) cause or attempt to cause to leave the employment or service of the Purchaser or its Subsidiaries, any person who is then employed by the Purchaser or its Subsidiaries in a business unit that engages in the Business, provided that the foregoing shall not be deemed to prevent general employment solicitations by Seller, or (ii) request that any such person, or any agent or independent contractor of the Purchaser or its Subsidiaries curtail or cancel its business or refrain from doing business with the Purchaser or its Subsidiaries. For purposes of this Section 6.9(c), “Subsidiaries” of Purchaser shall include (i) those Subsidiaries of Purchase whose corporate name includes the name “Kawasaki,” (ii) those Subsidiaries of Purchaser that Purchaser has informed Seller in writing are Subsidiaries of Purchaser and (iii) those Subsidiaries of Purchaser that Seller is aware are Subsidiaries of Purchaser. Without limiting the generality of the provisions of this Section 6.9, the Seller shall be deemed to be carrying on or engaged in a particular business if it (whether alone or in association with any one or more other personPersons) is a partner, carry onowner, be engaged stockholder, independent contractor or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities joint venturer of, or otherwise become financially interested a consultant or lender to, or an investor in any manner in, any entity primarily Person who or which is directly engaged in the retail grocery business anywhere in Business. Notwithstanding the northeastern United States and in any other area where foregoing provisions of this Section 6.9, the Company Seller may own, solely as an investment, securities if the Seller (A) is doing business or into which the Board has, to the knowledge not an Affiliate of the Executive, discussed the possibility issuer of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent such securities and (1%B) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall does not, directly or indirectly, during the Non-Competition Periodbeneficially own more than 5%, except in the good faith performance of his duties for the Fairway Groupaggregate, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group class of which securities are a part. The Seller acknowledges and agrees that the limitations imposed by this non-competition covenant as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or solicit, interfere with, entice from or hire from any member other business interest of the Fairway Group Purchaser. If any employee court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any member of the Fairway Group. Notwithstanding the foregoingremaining covenants, the provisions of this Section 9 or portions thereof shall not be violated affected by such determination, (xb) general advertising those of such covenants, provisions, or solicitation not specifically targeted at Fairway Group related persons portions that are determined to be unenforceable because of the duration or entities scope thereof shall be severed and/or reformed by the court to reduce there duration or (y) Executive’s serving scope so as a reference upon request. If to render the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofsame enforceable against Seller, and such breach is not cured within thirty (30c) days after written notice all remaining covenants, provisions, portions and terms of such breach is provided the Agreement shall be valid and enforceable to the Company fullest extent permitted by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentslaw.

Non-Competition. (a) In view of the unique Employee understands and valuable services expected to be rendered by Executive to the Fairway Group, Executiveagrees that during Employee’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in employment with the Company, Executive Employee will be provided access to specialized information related to Company Business and trade secrets, as well as the Company’s customers and their confidential information. Employee further agrees that during if this information were used in competition against the period of his employment by Company, the Company would experience serious harm and the greater of competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that (iA) one year following his at no time during Employee’s employment with the Company or and (iiB) at no time until the Severance Period two years from the date of Employee’s termination (the “Non-Competition Compete Period”), Executive shall notwill Employee (i) develop, whether for compensation own, manage, operate, or without compensationotherwise engage in, directly participate in, represent in any way or indirectlybe connected with, as an ownerofficer, principaldirector, partner, memberowner, shareholderemployee, agent, independent contractor, consultant, joint venturerproprietor, investorstockholder or otherwise, licensor, lender or any Competing Business in any other capacity whatsoever, alone, geographic territory (within or outside the United States) in association with any other person, carry on, be engaged which the Company does business; or take part in, or render services (other than services which are generally offered to third partiesii) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and act in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notway, directly or indirectly, during on behalf of any Competing Business, with the Nonpurpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of the Company. The foregoing provisions shall not restrict Employee from (i) owning up to a 2% interest in a publicly traded company which is or engages in a Competing Business or (ii) acting as an officer, employee, agent, independent contractor or consultant to any company or business which engages in multiple lines of business, one or more of which may be a Competing Business, if Employee has no direct or indirect involvement, oversight or responsibility with respect to the unit, division, group or other area of operations which cause such company or business to be a Competing Business. A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the manufacture, distribution, sale or marketing of any products which compete directly with the Company’s products or the Company Business. Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to the Company. Employee further acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes §8-Competition Period, except in 2-113(2): “Any covenant not to compete which restricts the good faith right of any person to receive compensation for performance of his duties skilled or unskilled labor for the Fairway Groupany employer shall be void, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of but this Section 9 subsection (2) shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.apply to:

Non-Competition. (a) In view A. Subject to the terms of the unique Covenant and valuable services expected to be rendered by Executive to Razboff's continued role as Chairman of Capitol, Razboff agrees that, for a period commencing on the Fairway Group, Executive’s knowledge of the trade secrets date hereof and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following continuing for three (3) years should Razboff choose to terminate his employment with Davidson prior to the Company expiration date of the Employment Agreement or if neither 36 party chooses to continue Razboff's employment past the expiration date of the Employment Agreement or if Razboff is terminated by Davidson for cause during the term of the Employment Agreement or, (ii) for a period of one (1) year, should Razboff's employment be terminated by Davidson without cause during the Severance Period term of the Employment Agreement or should Razboff remain employed for any period of time past the date of his Employment Agreement (the “Non-Competition "Covenant Period”"), Executive Razboff shall not, not directly or indirectly (whether for compensation or without compensationotherwise) own, 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 Business (as hereinafter defined) that is located in or doing business in the Designated Regions (as hereinafter defined), either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. Nothing contained in this Covenant shall be construed to prohibit Razboff from (i) continuing to hold his shares in Capitol and act as its Chairman as long as he devotes no more than five (5) hours per week to such a role and otherwise devotes his full time and energy to his employment by Davidson in accordance with the terms and conditions of the Employment Agreement; (ii) purchasing or owning, as a passive investment, up to two percent (2%) of the issued and outstanding shares of any publicly traded class of securities of any corporation engaged in any business described above, provided that Razboff does not render any advice of any kind to the management of such corporation or actively participate in or control, directly or indirectly, any activities of such corporation or otherwise participate in its business or operations; (iii) acting as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or a passive investor of less than 20% of the total assets in any other capacity whatsoever, alone, company through a blind pool or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any independently managed investment vehicle such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsventure capital partnership.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to TRMG and the Fairway GroupCompany, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of TRMG and the Fairway Group Company and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that that, during the period of his employment by TRMG and during the Company and the greater longer of (i) one year following his employment with the Company any applicable Severance Period or (ii) the Severance Period 12 months following termination of Executive’s employment for any reason (as applicable, the “Non-Competition Period”), . Executive shall will not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other personperson or entity, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any person or entity primarily engaged in the retail grocery business of owning, operating, or managing any gaming, gambling, pari-mutuel, wagering, thoroughbred or dog racing, video lottery terminal, or lottery-related enterprise or facility or any additional business activities undertaken by TRMG or the Company (or any of their subsidiaries) or proposed to be undertaken by TRMG or the Company (or any of their subsidiaries) and related services (collectively, the “Company Business”) anywhere in the northeastern United States and in states of Connecticut, Colorado, Rhode Island, New Hampshire, Mississippi or Massachusetts, or within 100 miles of any other area location or facility where TRMG or the Company (or any of their subsidiaries) is doing business engaged in or into which the Board hasundertaking, or proposing to the knowledge of the Executiveengage in or undertake, discussed the possibility of expanding the Fairway Group’s operationsany Company Business. The record or beneficial ownership by Executive of up to one percent (1%) % of the shares any class of securities of any corporation whose shares securities are publicly traded on a national securities exchange or in the over-the-counter market shall will not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view Each of Jxxxxx, Ritchie, Grover, Bxxxxxxx and Cxxxxx acknowledges that in order to help assure Purchaser that the Company will retain the value of the unique and valuable services expected Company as a “going concern,” he or she agrees not to be rendered by Executive to the Fairway Group, Executive’s utilize his or her special knowledge of the trade secrets Business and other proprietary information relating his or her relationships with customers, prospective customers, suppliers and others or otherwise to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment compete with the Company or in the Business for a one-year period commencing on the Closing Date (iisubject to the extension provisions in Section 7(a) hereof). During the Severance Period one-year period commencing on the Closing Date (subject to the “Non-Competition Period”extension provisions in Section 7(a) hereof), Executive each such Principal Stockholder named in this Section 1(a) shall not, whether for compensation and shall not permit any of his or without compensationher respective employees, agents or others under his or her control, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender on behalf of such Principal Stockholder or in any other capacity whatsoeverPerson, aloneto engage or have an interest, anywhere in the world in which the Company conducts business or markets or sells its products as of the Closing Date, alone or in association with any other personothers, carry onas principal, be engaged officer, agent, employee, director, partner or take part in, stockholder (except as an owner of two percent or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge less of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares stock of any corporation whose shares are publicly traded company listed on a national securities exchange or traded in the over-the-counter market market), whether through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any Competitive Business. During the one-year period commencing on the Closing Date (subject to the extension provisions in Section 7(a) hereof), each Principal Stockholder named in this Section 1(a) shall not, and shall not permit any of itself constitute a breach hereunder. In additionhis or her respective employees, Executive shall notagents or others under their control, directly or indirectly, during on behalf of him or her or any other Person, to accept Competitive Business from, or solicit the Non-Competition Period, except in the good faith performance Competitive Business of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has Person who at Closing is a business relationship to cancel or terminate any such business relationship with any member customer of the Fairway Group or solicitBusiness conducted by the Company, interfere withor, entice from or hire from any member to such Principal Stockholder’s knowledge, is a customer of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated Business conducted by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make at any time during such one-year period commencing on the Severance Payments Closing Date (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided subject to the Company by Executive, then extension provisions in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence7(a) hereof), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the CompanyCompany entering into this Agreement, Executive hereby agrees and covenants that during the Employment Period and any extensions thereof and for a period of his employment by the Company and the greater of eighteen (i18) one year following his employment with the Company or (ii) the Severance Period months thereafter (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, not directly or indirectly, either for herself or for any other person, partnership, corporation, company or other legal entity, own, manage, control, direct, participate in, consult with, render services for, permit her name to be used or in any other manner engage in any business, venture or enterprise which provides, or which engages Executive in order to assist such business, venture or enterprise in any manner with preparing or planning to provide, similar products and services to those provided by the Company or its subsidiaries or those which the Company or its subsidiaries are planning to provide, anywhere in the United States of America as of the date hereof, which generally includes relocation or moving solutions to customers (including program development and management, home purchase and home sales services, household goods moving, and/or mortgage services). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an ownerofficer, principaldirector, employee, partner, membersole proprietor, shareholderagent, representative, independent contractor, consultantseller, joint venturerfranchisor, investorfranchisee, licensor, lender or in any other capacity whatsoever, alonecreditor, or in association with any other person, carry on, be engaged or take part in, or render services (other owner; provided that nothing herein shall prohibit Executive from having passive ownership of less than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge 2% of the Executive, discussed the possibility stock of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any a publicly-held corporation whose shares are publicly stock is traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereundermarket. In addition, Executive shall not, directly or indirectly, during agrees that the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicitCompany and its subsidiaries, interfere withand the goodwill attributed thereto, entice from or hire from any member has been carried on and/or currently extends across the entire United States, and further agrees that the covenants contained in this Agreement are reasonable with respect to its duration, geographical area and scope. Executive acknowledges the enforceability of these covenants and agrees that these covenants are necessary to protect the goodwill attributed to the business of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany.

Non-Competition. For a period of three (a3) In view years following the Closing, Seller shall not, and shall ensure that none of its Subsidiaries will, directly or indirectly (including as a stockholder, consultant, member or partner), engage in the Business as conducted during the one (1) year prior to the Closing, including any development, design, manufacture, sale or promotion for sale of any Product developed, designed, manufactured, sold or promoted for sale by the Business during the one (1) year prior to the Closing in those countries in which the Business has active operations as of the unique and valuable services expected to be rendered by Executive to Closing; provided, however, that for avoidance of doubt, the Fairway Group, Executive’s knowledge foregoing shall not restrict Seller or any of its Subsidiaries from in any way conducting any business or operation of any such Person other than the Business as of the trade secrets and other proprietary information relating to the date hereof (any such business of the Fairway Group and in consideration of the compensation to be received hereunderor operation, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the an “Non-Competition PeriodExisting Grandfathered Business”), Executive shall notincluding Solutia’s plastic products business or any business that may consume, whether for compensation or without compensationuse, directly or indirectlycontain, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested independ upon, any entity primarily engaged in product developed, designed, manufactured, sold or promoted for sale by the retail grocery business anywhere in the northeastern United States Business; and in any other area where the Company is doing business or into which the Board hasprovided further that, to the knowledge for such purposes, (x) no owner of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one less than five percent (15%) of the shares outstanding equity or voting interests of any corporation whose shares are publicly traded Person and (y) no director (or other equivalent position on a national securities exchange or an equivalent governing body) of any Person (other than those Persons listed in the over-the-counter market definition of Knowledge with respect to Seller who continues to be employed by Seller or any of its Affiliates), and (z) without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in a Person for passive investment purposes only, in any such case shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except be deemed to be engaged in the good faith performance business of his duties for such Person solely as a result of ownership of such equity or voting interests or such directorship. For the Fairway Groupavoidance of doubt, request nothing in this Section 6.6 shall (x) require Seller or cause any suppliers of its Subsidiaries from taking or customers refraining to take any action with whom respect to Holdings or any of its Subsidiaries incident or relating to Solutia’s equity interest in Holdings, (y) restrict Seller or any of its Subsidiaries from taking any action required to be taken by it pursuant to any Related Agreement, including the Fairway Group has Securityholders Agreement or the Transition Services Agreement, or (z) limit any rights of Seller granted pursuant to Section 8.7 or Section 6.14. If a business relationship to cancel court of competent jurisdiction declares in a final judgment that any term or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions provision of this Section 9 6.6 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall not be violated by (x) general advertising have the power to reduce the scope, duration or solicitation not specifically targeted at Fairway Group related persons area of the term or entities provision, to delete specific words or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) phrases or to comply replace any invalid or unenforceable term or provision with its obligations under Section 4 hereofa term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive this Agreement shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in enforceable as so modified after the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion expiration of the Severance Paymentstime within which the judgment may be appealed.

Non-Competition. (a) In view of the unique and valuable services expected order to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in folly protect the Company's ---------------- Proprietary Information, Executive agrees that at all times during the period of his employment by Restricted Period, the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during perform or provide managerial or executive services on behalf of any person, entity or enterprise which is engaged in, or plans to engage in, the Non-Competition Period, except provision of telephonic customer interaction solutions in the good faith performance United States that directly or indirectly competes with the Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the business of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Grouptelephone and telecommunication installation and service). Notwithstanding anything to the foregoingcontrary in the forgoing or elsewhere herein, the provisions of this Section 9 "Company's Business" shall not be violated by (x) general advertising deemed to include the current business of Executive's other company, Synerio, Inc., a Georgia corporation, which is building, operating and selling hosted call center applications. During the Executive's employment with the Company, the Executive shall not, directly or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If indirectly, have any interest hi any business that provides telephonic customer interaction solutions in the Company breaches its obligation to make the Severance Payments United States (other than in the circumstances described in Company) that competes with the next sentence) or to comply with its obligations under Section 4 hereofCompany's Business, and such breach is provided that this provision shall not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available apply to the Executive's ownership or acquisition, Executive shall be released from his obligations solely as an investment, of securities of any issuer that is registered under this Section 9. If 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (hat are listed or admitted for trading on 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 comply control, acquire a controlling interest in all material respects or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such corporation. For purposes of this Agreement the "RESTRICTED PERIOD" shall be the period during which the Executive is employed by the Company and, if the Executive's employment with his obligations under this the Company is either terminated by the Company without Cause pursuant to Section 9 (other than in 5.4, or by the circumstances described in Executive for Good Reason pursuant to Section 5.5c, and the immediately preceding sentence), then notwithstanding anything herein Company has paid to the contraryExecutive all of amounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the Company shall not be obligated to pay Executive any remaining portion one (1) year period immediately following the termination of the Severance PaymentsExecutive's employment with the Company.

Non-Competition. (a) In view I undertake that, absent the prior written consent of the unique Company, for the Consulting Term and valuable services expected for a period of 18 (eighteen) months thereafter, I will not be involved, whether directly or indirectly, in any way, in any activity which is competitive with the Company or the Company’s Operations. For purposes of this Section 3, the “Company’s Operations” shall mean the Company’s Business and/or any other field approved by the Board of Directors of the Company during the Consulting Term which the Company, during the Consulting Term, engages in, enters into, or takes active steps towards entering into (all including research and development activity). I expressly acknowledge that the business objectives and targeted operating market of the Company are world-wide, and consequently the obligations prescribed in this Section 3 shall apply on a world-wide basis, For the purpose of this Section 3, “directly or indirectly” includes doing business as an owner, an independent contractor, shareholder, director, partner, manager, agent, employee or consultant, but does not include holding up to be rendered by Executive 3% of the free market shares of any publicly traded companies. I further undertake that for a period of 18 (eighteen) months after the Consulting Term, I will not employ, offer to employ or otherwise engage or solicit for employment any person who is or was , during the 12 (twelve) month period prior to the Fairway Group, Executive’s knowledge end of the trade secrets and other proprietary information relating to the business Consulting Term, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Fairway Group Company, and shall not conduct, whether directly or indirectly, any activity which intervenes in consideration the relationship between the Company and any of its employees, contractors, or consultants. I hereby acknowledge that the provisions of the compensation Section 3 are reasonable and necessary to be received hereunderlegitimately protect the Company’s Confidential Information, IP Rights and Executive’s ownership interest property (including intellectual property and goodwill) to which I, in my position in the Company, Executive agrees that during the period of his employment by the Company have been and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, will continue to be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofexposed, and such breach is not cured within thirty (30) days after written notice of such breach is provided to that my compensation under the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under Agreement incorporates special consideration with respect for this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsnon-competition undertaking.

Non-Competition. (a) In view Grantee acknowledges and recognizes the highly competitive nature of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group Company and in consideration of the compensation unique access to be received hereunderthe Company’s confidential business, personnel, and Executivecustomer and patient information that Grantee receives solely as a result of Xxxxxxx’s ownership interest in employment with the Company, Executive and accordingly agrees that during while Grantee is an Employee, and for the 12 month period following termination of his employment by the Company and the greater of such relationship for any reason (iwhether voluntary or involuntary) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Restricted Period”), Executive Grantee shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholderemployee, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoevercapacity, aloneprepare to provide or provide any of the same or similar services that Grantee performed during his/her/their employment with or service to the Company for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) anywhere in association the United States that competes in any way with the area of business of the Company, or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the above, preparing to provide any of the same or similar services includes, but is not limited to, planning with any other personPerson on how best to compete with the Company or any of its subsidiaries or affiliates, carry onor discussing the Company’s, be engaged or take part any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. Grantee further agrees that during the Restricted Period, Grantee shall not own, manage, control, operate, invest in, acquire an interest in, or render services otherwise engage in, act for, or act on behalf of any Person (other than services the Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Xxxxxxx’s employment with or engagement by the Company where such activity is competitive with the activities carried on by the Company or any of its subsidiaries or affiliates. Grantee acknowledges that during the Restricted Period, Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its subsidiaries or affiliates that are different from and in addition to the areas in which are generally offered to third parties) or provide advice toGrantee primarily works for the Company (the “Additional Protected Areas of Business”). As a result, Xxxxxxx agrees he/she/they shall not own, share in the earnings ofmanage, control, operate, invest in the stocksin, bonds or other securities ofacquire an interest in, or otherwise become financially interested inact for, act on behalf, or provide the same or similar services to, any entity primarily engaged Person that engages in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge Additional Protected Areas of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupBusiness. Notwithstanding the foregoing, nothing in this Section 8(a) prohibits Grantee from passively owning not in excess of 2% in the aggregate of any company’s stock or other ownership interests that are publicly traded on any national or regional stock exchange. Xxxxxxx acknowledges and agrees that the geographical limitations and duration of this covenant not to compete are reasonable and appropriate, it being understood that the business of the Company can be, and is, practiced throughout the United States, and that the restrictions set forth herein will not impose any undue hardship on Grantee. To the extent that the provisions of this Section 9 8(a) conflict with any other agreement signed by Grantee relating to non-competition, the provisions that are most protective of the Company’s, and any of its subsidiaries’ or affiliates’, interests shall govern. This Section 8(a) (Non-competition) and the rights and obligations of Company hereunder may be assigned by Company and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of Company’s successors in interest. This Section 8(a) (Non-competition) and the rights and obligations of Grantee hereunder may not be violated assigned by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference Xxxxxxx, but are binding upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofXxxxxxx's heirs, administrators, executors, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentspersonal representatives.]

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment by five years after the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “"Non-Competition Period”"), Executive Seller and Centerpulse shall notnot and shall cause their respective Affiliates not to directly or indirectly own, whether for compensation control or without compensationoperate an entity or a business that is in the business of manufacturing, marketing, distributing or selling cardiovascular valves or components therefor, or develop or design any products or components intended to be used in cardiovascular valves products (the "Competitive Business"); provided, however, that the foregoing shall not prohibit any such Person from (i) acquiring, only as a passive investment, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Centerpulse, Seller and its Affiliates do not, in the aggregate, own more than 5% of any class of securities or voting securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 20% of its gross revenues attributable to a Competitive Business, or (y) having more than 20% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business acquired that shall have derived more than 20% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of such Diversified Company or business of the assets of such Diversified Company or business that constitute the Competitive Business provided further that (A) Centerpulse, Seller and their Affiliates shall not acquire a Diversified Company or business having more than 25% of its gross revenues attributable to a Competitive Business and (B) Centerpulse shall not permit Xxxxxx Xxxxxxx (in his capacity as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender employee or in any other capacity whatsoever, alone, consultant of Centerpulse or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered its Affiliates) to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, to or otherwise become financially interested inassist any Competitive Business referred to in clause (ii) above during the time that Centerpulse and/or its Affiliates directly or indirectly own same. Except as to Xxxxxx Xxxxxxx, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market Seller shall not and shall not permit any of itself constitute a breach hereunder. In addition, Executive shall notits Affiliates to, directly or indirectly, during indirectly (i) solicit the Non-Competition Period, employment of (except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with general solicitations) any member of the Fairway Group or solicit, interfere with, entice from or hire from any member senior management team of the Fairway Group Valves Business or any employee of any member of sales person employed by the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities Valves Business or (yii) Executive’s serving as a reference upon request. If employ or solicit the Company breaches its obligation to make the Severance Payments employment of (other than except for general solicitations) any Person listed in the circumstances described in definition of Knowledge, for a period commencing on the next sentence) or to comply with its obligations under Section 4 hereof, date hereof and such breach is not cured within thirty (30) days ending twelve months after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsClosing Date.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereundercovenants given by Purchaser herein, and Executive’s ownership interest in the CompanyCenterpulse AG agrees that, Executive agrees that during the for a period of his employment by two years after the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “"Non-Competition Period”"), Executive neither Centerpulse AG nor any Person controlled by Centerpulse AG will: (a) own, control or operate an entity that is in the business of developing, manufacturing, distributing or selling vascular grafts (the "Competitive Business"); provided, however, that the foregoing shall not, whether for compensation not prohibit Seller or without compensationany Person controlled by Seller from (i) acquiring, directly or indirectly, as an ownersecurities of any Person traded in a public market that participates in a Competitive Business; provided that Seller and its Affiliates do not, principalin the aggregate, partnerown more than 5% of any class of securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 25% of its gross revenues attributable to a Competitive Business, memberor (y) having more than 25% of its gross revenues attributable to a Competitive Business, shareholderso long as, independent contractorwith respect to such Diversified Company or business acquired that shall have derived more than 25% of its gross revenues from a Competitive Business, consultant, joint venturer, investor, licensor, lender Seller shall have divested itself within 12 months of its acquisition of such Diversified Company of the assets of such Diversified Company that constitute the Competitive Business; or (b) either on its own account or in any other capacity whatsoever, alone, conjunction with or in association with on behalf of any other person, carry onin connection with any Competitive Business, be engaged endeavor to entice away from any of the Target Companies or take part inRelated Companies any person who as at the date of this Agreement is (or within the one year period prior to the date of this Agreement has been) a client or customer of the Grafts Business; or (c) either on its own account or in conjunction with or on behalf of any other person, in connection with any Competitive Business solicit or render services (other than services which are generally offered endeavor to third parties) entice away any person who at the date of this Agreement is an officer, manager, senior employee agent or provide advice toconsultant of any of the Target Companies or Related Companies; provided, ownhowever, share that in the earnings ofcase of the Related Companies this restriction shall only apply in relation to those officers, invest in the stocksmanagers, bonds senior employees, agents or other securities of, or otherwise become financially interested in, any entity primarily consultants engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsGrafts Business.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment While employed by the Company and the greater for a period of one (i1) one year following his employment with the Company or (ii) the Severance Period thereafter (the “Non-Competition "Restricted Period”"), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive Employee shall not, directly or indirectly, during enter into the Non-Competition Periodemployment of, except render any services to, engage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, as an officer, director, employee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any person that, directly or indirectly, is engaged in the good faith performance of his duties for Business anywhere in the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupRestricted Area (as hereinafter defined). Notwithstanding the foregoing, the provisions Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with any entity that is engaged in the Business so long as the Employee is not an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such entity, and Employee may be a passive owner of Series B Preferred Stock of the Parent and any underlying common stock into which such Series B Preferred Stock is convertible or any other shares of common stock of the Parent or securities convertible into or exercisable for shares of common stock of the Parent. For purposes of this Section 9 shall not be violated by (x) general advertising 7, "Restricted Area" means the U.S. U.S. possession and territory or solicitation not specifically targeted at Fairway Group related persons where the Company, Parent or entities any of their affiliates has conducted or (y) Executive’s serving as a reference upon requestproposes to conduct business or offers any services or any other jurisdiction in or to which the Company, Parent or any of their affiliates has conducted or proposes to conduct any business or offers any services. If For purposes of this Section 7, "Business" means the business of the Company breaches its obligation to make the Severance Payments (other than in the circumstances as described in the next sentence) recitals to this Agreement, the actual business of the Company, Parent or any of their respective affiliates as conducted at any time during the Term or any business as proposed to comply with its obligations under Section 4 hereofbe conducted, and such breach is not cured within thirty (30) days after written notice of such breach is provided including without limitation any anticipated business considered by the Board towards which the Company, Parent or any affiliates thereof has taken material steps or incurred material expenditures in furtherance thereof prior to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentstermination date.

Non-Competition. (a) In view of During the unique and valuable services expected to be rendered by Executive to Restricted Period, the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, without the Company’s prior written consent, 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 a Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit her name to be used by, act as a consultant or advisor to, render services for compensation (alone or without compensationin association with any person, firm, corporation or business organization), or otherwise engage in the business of providing financial products or services to Txxx-Xxxxxxx employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than three percent (3%) of the publicly traded common equity securities of any company engaged in the Business (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 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 Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, as provided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, the Executive may be an ownerofficer of a bank or investment advisor or a union or related organization that engages in the Business, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part provided that the Executive is not directly employed in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested working in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.Competing Division..

Non-Competition. (a) In view of i. During the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Compete Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectlyindirectly through an intermediary, without the consent of the Company, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or 5 customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which (x) competes with the Employer or any Company Affiliate or (y) is a financial institution which currently has a material relationship with, or interests adverse to, the Employer or any Company Affiliate and the Executive’s role with such financial institution could involve such institution’s relationship with the Employer or Company Affiliate or the Employer’s or Company Affiliate’s investments, or (C) own an interest in any entity described in subsection (B) immediately above; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Employer or Company Affiliate policy applicable to the Executive. The Executive agrees that, except with the consent of the Employer, before providing services, whether as an employee or consultant, to any entity described in subsection (B) above during the Non-Competition Compete Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has Executive will provide a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions copy of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation Agreement to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofsuch entity, and such breach is not cured within thirty (30) days after written notice of such breach is provided entity shall acknowledge to the Company Employer in writing that it has read this Agreement. The Executive’s provision of a copy of this Agreement to a financial services entity during the Non-Compete Period, as required by Executivethe preceding sentence, then in addition to any other remedies available to shall not constitute a violation of the Executive, Executive shall be released from his ’s confidentiality obligations under this Section 97. If The Executive does not comply acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in all material respects with his obligations under this Section 9 (other than force and that, as a result of the foregoing, in the circumstances described in event that the immediately preceding sentence)Executive breaches such covenant, then notwithstanding anything herein to monetary damages would be an insufficient remedy for the contrary, the Company shall not be obligated to pay Executive any remaining portion Employer and equitable enforcement of the Severance Paymentscovenant would be proper.

Non-Competition. (a) In view of the unique and valuable services it is expected to be rendered by Executive Consultant will render to the Fairway GroupCompany, Executive’s Consultant's knowledge of the customers, trade secrets secrets, and other proprietary information relating to the business of the Fairway Group Company and its customers and suppliers and similar knowledge regarding the Company it is expected Consultant will obtain, and in consideration of the compensation to be received hereunderhereunder and of the shares of Company';s stock being sold to Consultant, and Executive’s ownership interest Consultant agrees that he will not "Participate in" (hereinafter defined in this Section 6) any other business or organization, if such business or organization is now or shall then be competing with or of a nature similar to the business of the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive provisions of up to one this Section 6 will not be deemed breached merely because Consultant owns not more than five percent (15%) of the shares outstanding common stock of any a competing corporation whose shares are publicly traded if, at the time of its acquisition by Consultant, such stock is listed on a national New York Stock Exchange, American Stock Exchange, or a regional securities exchange exchange, is reported on NASDAQ or NMS, or is regularly traded in the over-the-counter market by a member of a national securities exchange. The term "Participant in" shall not of itself constitute a breach hereunder. In addition, Executive shall not, mean: "directly or indirectly, during the Non-Competition Periodfor his own benefit or for, except with, or through any other person, firm, or corporation, own, manage, operates, control, loan money to, or participate in the good faith performance ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his duties for name in." Consultant will not directly or indirectly reveal the Fairway Groupname of, request solicit or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or hire from employees. For a two (2) year period after the termination of this Agreement, Consultant will not directly or indirectly employ any member person who was an officer of the Fairway Group any employee Company within a period of any member one (1) year after such person leaves the employ of the Fairway GroupCompany. Notwithstanding the foregoing, Since a breach of the provisions of this Section 9 shall 6 could not adequately be violated compensated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If money damages, the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofshall be entitled, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies right and remedy available to the Executiveit, Executive to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be released from his obligations under required in connection therewith. Consultant agrees that the provisions of this Section 9are necessary and reasonable to protect the Company in the conduct of its business. If Executive does not comply any restriction contained in all material respects with his obligations under this Section 9 (6 shall be deemed to be invalid, illegal, or enforceable by reason of the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other than provisions hereof, and in its reduced form such restriction shall then be enforceable in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsmanner contemplated hereby.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered consideration for Executive's employment by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received Sunshine hereunder, the various rights conferred on Executive under this Agreement and Executive’s ownership interest the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the CompanyStock Purchase Agreement), Executive hereby covenants and agrees that during the period term of his employment hereunder, and for the remaining (or unexpired) portion of the Employment Term in the event Executive's employment hereunder is terminated prior to the expiration of the Employment Term either by the Company and the greater of (i) one year following his employment with the Company Sunshine for reasonable cause or (ii) the Severance Period by Executive for other than reasonable cause (the “"Non-Competition Period”Compete Term"), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive he shall not, directly or indirectly, whether by through or as an officer, director, stockholder, partner, owner, employee, creditor, or otherwise, be engaged in any other commercial activities or pursuits whatsoever which may in any way be in competition or conflict with the business of Sunshine or JBSS (including without limitation the manufacturing, processing and marketing of nuts and other snack food items) in any market or geographic area in which Sunshine or JBSS is then doing business. Executive further covenants and agrees that during the Non-Competition PeriodCompete Term, except in he shall not, directly or indirectly, on his own behalf or on behalf of any other person, firm or corporation, pursue any party which was a customer of Sunshine and/or JBSS as of the good faith performance date on which Executive ceases, for whatever reason, to be employed hereunder (the "Cessation of his duties Employment Date") or at any time within the 24-month period preceding the Cessation of Employment Date for the Fairway Grouppurpose of soliciting and/or providing to any of those customers any products, request goods, or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member services of the Fairway Group nature and type sold by either Sunshine or solicit, interfere with, entice from or hire from any member JBSS. For purposes of the Fairway Group preceding sentence, a "customer of Sunshine or JBSS" includes, but is not limited to, (a) any employee person, firm or corporation which Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services and which any member of Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns, as of the Fairway Group. Notwithstanding Cessation of Employment Date or at any time within the foregoing24-month period preceding such date, the provisions is or was pursuing by regular contacts with such person, and (b) any person, firm or corporation specifically identified by Sunshine, JBSS or any of this Section 9 shall not be violated by (x) general advertising their respective affiliates, predecessors, successors or solicitation not specifically targeted at Fairway Group related persons assigns in any of their respective marketing or entities or (y) Executive’s serving strategic plans as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) target for solicitation of orders for products, goods or to comply with its obligations under Section 4 hereofservices of Sunshine, and such breach is not cured within thirty (30) days after written notice JBSS or any of such breach is provided to the Company by Executivetheir respective affiliates, then in addition to any other remedies available to the Executivepredecessors, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentssuccessors or assigns.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment five (5) years from the Closing Date, except as Buyer may otherwise consent in writing, neither Seller, Xxxx Xxxxxxxxxx or any business owned by the Company and the greater of or controlled by Xxxx Xxxxxxxxxx (iincluding without limitation Transfer Online, Inc.) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationshall, directly or indirectly, as an ownera principal, principalagent, partner, member, shareholder, trustee, consultant, independent contractor, consultantor otherwise: (i) own, joint venturerdevelop, investormanage, licensoroperate, lender control or otherwise be in any other capacity whatsoever, alonemanner affiliated or connected with, or engage or participate in association with any other personthe ownership, carry ondevelopment, be engaged management, operation or take part incontrol of (as independent contractor, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested inotherwise), any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into entity which the Board has, to the knowledge as one of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notits business activities competes, directly or indirectly, during with Buyer in connection with the Non-Competition Period, except operation of a trading platform for sales or resales of securities anywhere in the world; provided, however, (a) the Seller and Transfer Online, Inc. will have the right to use the Assets pursuant to the license granted in this Agreement with the Seller’s or Transfer Online Inc.’s current domestic customers, which are listed on Schedule F, which shall be provided within 5 days of execution of this Agreement, and (b) Buyer acknowledges its intention and good faith performance obligation (pursuant to Section 4.3(d))to joint venture the trading platform with Seller in India should Seller introduce an interested party; (ii) lend money, loans, make gifts of his duties for money or other property, or otherwise lend financial or other assistance in any form to any person, firm, association, partnership, venture, corporation or other business entity who is engaged or will within the Fairway Groupperiod prescribed above engage in any of the activities prohibited by clause (i). If Seller breaches or threatens to commit a breach of any of the provisions of Section 4.3 (such provisions, request the “Restrictive Covenants”), Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Company under law or cause in equity: The right and remedy to have the Restrictive Covenants specifically enforced by any suppliers court having equity jurisdiction, all without the need to post a bond or customers with whom the Fairway Group has a business relationship any other security or to cancel prove any amount of actual damage or terminate that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such business relationship with breach or threatened breach will cause irreparable injury to Company and that money damages will not provide adequate remedy to Company. If any member court determines that any of the Fairway Group Restrictive Covenants, or solicitany part thereof; is invalid or unenforceable, interfere with, entice from or hire from any member the remainder of the Fairway Group Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any employee of court determines that any member of the Fairway GroupRestrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Seller hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term. Notwithstanding any other provision to the contrary, this Section 4.3 shall survive Closing, termination or cancellation of this Agreement for a period of five (5) years. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to prevent Xxxx Xxxxxxxxxx or Transfer Online, Inc., from engaging in the provisions ordinary and customary business activities of this Section 9 shall not be violated Transfer Online, Inc. or business activities of a securities transfer agent licensed by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving the US Securities and Exchange Commission as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, stock registrar and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentstransfer agent.

Non-Competition. (a) In view Each of the unique Shareholders and valuable services expected Shareholder Beneficiaries hereby agrees that, in order to be rendered by Executive to protect the Fairway Group, Executive’s knowledge goodwill of the trade secrets and other proprietary information relating to the business of the Fairway Group Company and in consideration of the compensation benefits each Shareholder and each Shareholder Beneficiary will or may receive under this Agreement and the Related Documents, including the payments that may be made to be received hereundersuch Shareholder with respect to such Shareholder’s Shares pursuant to this Agreement (and such Shareholder Beneficiaries’ benefits in respect of such payments), and Executive’s ownership interest in the Company, Executive agrees that during the period commencing on the date hereof and continuing through the end of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Restriction Period (the “Non-Competition Period”), Executive as defined below) each Shareholder and Shareholder Beneficiary shall not, whether for compensation or without compensationthe prior written consent of the Parent, directly or indirectly, as an ownerrun, principalown, partnermanage, memberoperate, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry oncontrol, be engaged employed by, provide consulting services to, be an officer or take part director of, participate in, lend his name to, invest in, or render services (other than services which are generally offered to third parties) otherwise be connected or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and affiliated in any other area where manner with the Company is doing business management, ownership, operation or into which the Board has, to the knowledge control (all of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up foregoing being referred to one percent (1%herein as “Relationships”) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, (i) during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.Restriction Period during which the applicable Shareholder Beneficiary is engaged as an employee or consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such Shareholder Beneficiary), any business, venture or activity that is in any way or manner competitive with the business of either the Parent or the Surviving Corporation, including but not limited to retention marketing and customer communication software and/or services for the dental practice sector, or any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Parent or Surviving Corporation or (ii) during the portion of the Restriction Period in which the applicable Shareholder is not engaged as an employee or consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such Shareholder Beneficiary) any business, venture or activity that is in any way or manner competitive with any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Parent or

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his her employment by the Company and the greater of (i) one year following his her employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the northeastern United States and in Fairway Group or (ii) any other area location where the Company Fairway Group is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operationsactively considering locating a store. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his her duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his her obligations under this Section 9. If Executive does not comply in all material respects with his her obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view Except for such actions necessary to ensure the compliance by Stockholder of its obligations under the unique Purchase Agreement and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderTransaction Documents, and Executive’s ownership interest in the Companyexcept as otherwise set forth herein, Executive Stockholder agrees that during the period commencing on the Closing Date and terminating on the fifth anniversary of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “Non-Competition Noncompetition Period”), Executive Stockholder shall notnot directly or through any Affiliate (as defined below), whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other personPerson, carry on, be engaged or take part in, or render services (other than services which are generally offered to third partiesparties and do not compete with the Competitive Business) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily Person engaged in the retail grocery business Competitive Business anywhere in the northeastern United States and (including Puerto Rico), Canada, Latin America, Brazil, Mexico, the Caribbean, the United Kingdom, Japan or China. For purposes of this Agreement, an “Affiliate” means an entity in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record Stockholder or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange his spouse or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notchildren owns or controls, directly or indirectly, during individually or collectively, a majority of the Non-Competition Periodoutstanding voting securities of or other ownership interests in such entity or otherwise has the right to appoint a majority of the board of directors, except in managers or other like governing body; provided that, notwithstanding the good faith performance of his duties for foregoing, the Fairway term “Affiliate” shall not include Innovo Group, request Inc., or cause any suppliers entity controlled by or customers affiliated with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupStockholder’s brothers. Notwithstanding the foregoing, nothing herein shall prevent (i) AZT International S.A. de C.V., Apparel Distribution Services, Azteca or any affiliate thereof or other entity in which Stockholder has an ownership interest from continuing to manufacture denim-related clothing products for and on behalf of any party, subject to its ability to fulfill its obligations under the provisions Supply Agreement, (ii) Stockholder from acting as a third party investment banker or advisor with respect to finding, buying, selling or otherwise packaging and marketing companies, including, without limitation, denim clothing product companies for purchase or sale; and (ii) Stockholder from owning (A) less than or equal to five percent (5%) of the outstanding capital stock of a corporation whose stock is traded on an established stock exchange or quoted on NASDAQ or any other over the counter market, or (B) less than or equal to twenty percent (20%) of the outstanding capital stock, partnership interest or membership interest in a privately-held corporation, limited liability company, partnership or other privately-held entity. Any activities by Stockholder undertaken in connection with clause (ii) of this Section 9 2 shall not be violated by (x) general advertising deemed to be a violation or solicitation not specifically targeted at Fairway Group related persons breach of Section 2, 3 or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsAgreement.

Non-Competition. (a) In view of During the unique Employment Term and valuable services expected to be rendered by Executive for a period equal to the Fairway Group, Executive’s knowledge time during which Executive receives severance payments or benefits pursuant to Section 2 of the trade secrets and other proprietary information relating to the business this Agreement or for a period of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest 12 months in the Companyevent the Executive is terminated without entitlement to severance benefits herein, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation without the prior written permission of the Company, (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or without compensationVermont; any other area of the United States in which the Company operates; or the remainder of the United States, its territories and possessions, directly or indirectly, engage in any activity or business that is the same or substantially similar to the work performed by the Executive for the Company and/or of the same substantive competency or nature as an ownerthe work performed by the Executive for the Company, principal, partner, member, shareholderwhether or not such engagement is as a consultant, independent contractor, consultantagent, joint ventureremployee, investorofficer, licensorpartner, lender director or in any other capacity whatsoeverotherwise, alone, alone or for his own account or in association with any other person, carry oncorporation or other entity, for any Competitive Business (as defined below); provided, however, that the Executive shall be engaged deemed to be acting “within” the above territories, even if physically outside of the territories, if the Executive’s activities assist the Competitive Business within the territories; (ii) directly or take part inindirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was so employed within the immediately prior three months), or render services solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (other than services which are generally offered iii) solicit for a competitive purpose, interfere with the Company’s relationship with, or endeavor to third parties) entice away from the Company or provide advice toits affiliates any of their customers or sources of supply. However, own, share nothing in this Agreement shall preclude the Executive from investing his personal assets in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares Competitive Business if such securities are publicly 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 exchange 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 non-alcoholic beverages, or office refreshment products, including coffee, in the over-the-counter market shall not of itself constitute a breach hereunder. In additionhome and office market, Executive shall not, directly or indirectly, (b) competes or is planning to compete with any other business in which the Company or its subsidiaries is involved at any time during the Non12-Competition Period, except in month period immediately prior to the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member termination of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsemployment.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his During your employment with the Company or Group and for a period of two (ii2) the Severance Period years thereafter (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall you will not, directly or indirectly, during whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, within any city in which (a) the Non-Competition PeriodCompany or the Group maintains an office with respect to which you provided services or about which you received or developed Proprietary Information; or (b) a Protected Customer is located, except do any of the following: (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the good faith performance Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of his duties for this section, “Restricted Business” means the Fairway Groupbusiness of researching into, request developing, manufacturing, distributing, selling, supplying or cause any suppliers otherwise dealing with Restricted Products. “Restricted Products” means products or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member services that are of the Fairway same or materially similar kind as the products or services researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company (including, if applicable, any period of employment with the Company’s predecessor), or solicit, interfere with, entice from about which you have received or hire from any member developed Proprietary Information by reason of your employment with the Fairway Group any employee of any member of the Fairway GroupCompany or its predecessor. Notwithstanding the foregoing, with prior written consent from the provisions Company, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments7.3.

Non-Competition. (a) In view The Company shall disclose to the Executive, or place the Executive in a position to have access to or to develop, trade secrets or confidential information of the unique Company or its Affiliates; and/or shall entrust the Executive with business opportunities of the Company or its Affiliates; and/or shall place the Executive in a position to develop business good will on behalf of the Company or its Affiliates. As part of the consideration for the compensation and valuable services expected benefits to be rendered by Executive paid to the Fairway GroupExecutive hereunder, Executive’s knowledge of to protect the trade secrets and other proprietary confidential information relating of the Company or its Affiliates that have been and will in the future be disclosed or entrusted to the Executive, the business good will of the Fairway Group Company or its Affiliates that has been and in consideration of the compensation to be received hereunder, and Executive’s ownership interest will in the Companyfuture be developed in the Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to the Executive agrees that during the period of his employment by the Company or its subsidiaries or affiliates; and as an additional incentive for the greater of Company to enter into this Agreement, the Executive agrees to the non-competition obligations hereunder. During the Employment Term (i) one year following his employment other than in connection with performing services for the Company or its Affiliates) and, in the event of a Severance Termination (iiother than a termination in accordance with Section 4.3.4) or in the Severance Period (event of any other termination of the “Non-Competition Period”)Executive’s employment whereby the Board elects to pay the Restrictive Covenant Compensation in accordance with Section 4.5 hereof, for the one year period beginning on the Termination Date, the Executive shall not, whether for compensation or without compensationnot personally in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an ownerofficer, principaldirector, partnerstockholder, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender investor or in employee of or consultant to any other capacity whatsoevercorporation or enterprise or otherwise, aloneengage or be engaged, or in association with assist any other person, carry onfirm, corporation or enterprise in engaging or being engaged, in Property Business in any of Bermuda, London, England or New York, New Jersey or Connecticut. For purposes of this Agreement, “Property Business” shall mean any property coverages of the type underwritten by the Company or any of its Affiliates as a reinsurer or retrocessionaire during the Employment Term. Anything to the contrary notwithstanding, it shall not be engaged a violation of this Section 5.2 for the Executive to (i) own or take part inacquire less than 5% of a publicly-traded entity or 1% of a private entity, (ii) serve as a member of the board of directors or render services (other than services which are generally offered to third parties) or provide advice to, own, share in on the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, advisory board of any entity primarily on which the Executive was serving prior to the Termination Date or (iii) provide services to a subsidiary, division or affiliate of a business or entity engaged in the retail grocery business anywhere Property Business if (a) such subsidiary, division or affiliate is not itself engaged in the northeastern United States Property Business, and in any other area where (b) such business’ or entity’s Property Business is not materially competitive with the Property Business of the Company is doing business or into which the Board has, to the knowledge any of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsAffiliates.

Non-Competition. (a) In view As a material inducement for Buyer to enter into and close this Agreement, and in order to protect the goodwill and value of the unique and valuable services expected to be rendered Assets that are conveyed by Executive Sellers hereunder, each Seller agrees to the Fairway Grouprestrictions set forth in this Section 6.1. Except as permitted under Section 10.6, Executive’s knowledge of from and after Closing until the trade secrets and other proprietary information relating to date that is 18 months after the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “Non-Competition Restricted Period”), Executive Sellers shall not (and each Seller shall cause their respective Affiliates having access to information and data relating to the Assets, this Agreement or the transactions contemplated hereunder to not, whether for compensation or without compensation), directly or indirectly, as an owner(i) purchase, principalacquire, partneror earn (or purchase or acquire the right to purchase, memberacquire or earn) any Hydrocarbon leases, shareholderHydrocarbon interests, independent contractorroyalty interest, consultantoverriding royalty interests, joint venturerHydrocarbon interests payable out of production, investor, licensor, lender production payments or in any other capacity whatsoevercontractual rights to acquire any of the foregoing interests covering the Designated Area (such purchase, aloneacquisition, or in association with any other personearning, carry on, be engaged or take part ina “Prohibited Transaction”), or render services (other than services which are generally offered to third partiesii) encourage, facilitate, solicit, initiate or participate in discussions or negotiations with, or provide advice any information to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge existing co-working interest owner of the ExecutiveAssets, discussed the possibility of expanding the Fairway Group’s operationswith respect to a Prohibited Transaction. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding Without limiting the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving except as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations permitted under Section 4 hereof10.6, each Seller hereby agrees to immediately cease (and to cause its Affiliates to cease) any and all discussions, negotiations or other activities related to such breach is not cured within thirty (30) days after written notice of such breach is provided purchase, acquisition, or earn-out to the Company by Executiveextent such discussions, then in addition negotiations or other activities are occurring or have occurred on or prior to the date hereof. Each Seller, on behalf of itself and its Affiliates, hereby waives and disclaims any preferential purchase right, right of first refusal, or other similar rights and any applicable consents that it may have and that may be applicable to any transaction in which Buyer purchases, acquires, or earns (or purchases or acquires the right to purchase, acquire or earn) any Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or any other remedies available contractual rights to acquire any of the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive foregoing interests covering any remaining portion of the Severance Paymentslands within the Designated Area.

Non-Competition. (a) In view You acknowledge that during your employment the Company provided you with access to Confidential Information of the unique Company and valuable specialized knowledge concerning any business in which the Company was engaged at any time in the two years preceding the Separation Date (as described in the Forms 10-K and 10-Q of Rowan), including the provision of international and domestic contract drilling services expected to be rendered and the production of equipment for the drilling, mining, steel and timber industries (collectively, the “Company Business”), all of which was developed by Executive to the Fairway GroupCompany at great cost and that are of critical importance in securing and maintaining business prospects, Executive’s knowledge in retaining the accounts and goodwill of the trade secrets present customers and other proprietary information relating to protecting the business of the Fairway Group Company throughout the United States and other locations in consideration which it conducts the Company Business. You acknowledge that if a competitor of the compensation Company gained access to said Confidential Information, the competitor would be received hereunderable to unfairly compete with the Company in the Company Business anywhere in the United States, Europe, and Executive’s ownership interest elsewhere. Accordingly, you agree that without the prior written consent of the Board (which consent may be withheld in the Company, Executive agrees that during the period of his employment by the Company and the greater of its sole discretion) (i) one for the two-year following his employment with period commencing on your Separation Date, you will not in the United States or any other country where the Company or (ii) conducts operations related to the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationCompany Business, directly or indirectly, either as an ownerindividual, principalproprietor, stockholder (other than as a holder of up to one (1%) percent of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, memberofficer, shareholderemployee, independent contractordirector (including as a director of the buyer of XxXxxxxxxx Technologies, consultantInc., joint venturera Delaware corporation) or otherwise, investorwork for, licensorbecome an employee of, lender invest in, provide consulting services or in any other capacity whatsoeverway engage in any business which provides, aloneproduces, leases or in association with any other personsells products or services of the same or similar type provided, carry onproduced, be engaged leased or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share sold in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and Company Business in any other area where the Company is doing business provided, produced, leased or into which sold such products or services at any time during the Board has, to two years preceding your Separation Date and (ii) you will not accept any position with any person that has within the knowledge of two years preceding the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record Separation Date purchased or beneficial ownership by Executive of up to acquired more than one percent (1%) of the shares of common stock or any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member significant assets of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany.

Non-Competition. (a) A. In view the event of the unique and valuable services expected Employee's voluntary withdrawal from GCOR's employment (which is not a Resignation for Good Reason) prior to be rendered a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by Executive to the Fairway Group, Executive’s knowledge an unaffiliated third party or GCOR's discharge of the trade secrets and other proprietary information relating to the business Employee for Cause as defined in paragraph 7 of the Fairway Group and Employment Agreement to which this Exhibit A is appended prior to a change in consideration GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party, until the compensation to be received hereunder, and Executive’s ownership interest in expiration of a 24-month period commencing on the Company, Executive agrees that during the period date of such termination of his employment by employment, the Company and the greater of (i) one year following his employment with the Company Employee shall not engage in or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, compete directly or indirectly, as an owner, a principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, aloneon his own account, or in association with any other person, carry on, be engaged or take part as a shareholder in, or render services (be an employee of or consultant to, any corporation or other than services legal entity, including limited or general partnerships, or carry out any activities which are generally offered competitive with or would be inimical to third partiesthe technology or business interests of GCOR. The Employee, further, shall not (during the period referred to in the first sentence of this paragraph A) extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (including the information subject to the restriction in paragraph l above) or provide advice togive advice, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, either directly or indirectly, during the Nonto any such third party, corporation or business entity of any kind. The non-Competition Periodcompete restrictions of this paragraph A shall apply, except in the good faith performance case of a large corporation conducting business in diverse business fields, only to employment or competition in that unit, division, subsidiary or other part of such corporation (or other legal entity) in competition with GCOR. If prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his duties employment due to a Resignation for Good Reason, he will receive Termination Compensation as contemplated by his Employment Agreement. unless he becomes employed by a competitor as described above or otherwise violates the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions terms of this Section 9 shall not be violated agreement. At that time, all compensation from GCOR (as contemplated by (xthe preceding sentence) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon requestceases. If after a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party the Company breaches its obligation Employee is involuntarily terminated without Cause or if he terminates his employment due to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofa Resignation for Good Reason, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company he will receive Enhanced Termination Compensation as contemplated by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsEmployment Agreement.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive Employee agrees that during the period term of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall this Agreement he will not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for Employee's own account or for the Fairway Groupbenefit of any other person or party engage or become, request or cause any suppliers or customers with whom without the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member prior consent of the Fairway Group Company, an owner, director, manager, officer, partner, operator, employee or solicitagent of, interfere withor render services to or invest in, entice from any business or hire from any member enterprise competing with the primary business of the Fairway Group any employee of any member of the Fairway GroupCompany. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from being a passive investor in (i) any Fortune 500 companies, or (ii) any other business or enterprise (A) not in direct competition with the provisions business of this Section 9 the Company and (B) not an entity which is a party to an exploration agreement with the Company. Provided, however, that with respect to any investment in a business or enterprise engaged in the oil and gas industry (other than any Fortune 500 companies), Employee shall obtain the prior consent of the Board of Directors of the Company, which consent shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon requestunreasonably withheld. If Employee intentionally breaches any provisions of Section 15 or this Section 16 (collectively the "Restrictive Covenants") in a material way, the Company breaches its obligation shall have the right to make have the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, Restrictive Covenants specifically enforced by any court having equity jurisdiction it being acknowledged and agreed that any such breach is not cured within thirty (30) days after written notice of such breach is provided will cause irreparable injury to the Company by Executiveand that money damages will not provide adequate remedy to the Company. The Company's right of specific performance hereunder shall be independent of, then and in addition to to, any other rights and remedies available to the ExecutiveCompany under law or in equity. If any court determines that any of the Restrictive Covenants or any part thereof is invalid or unenforceable, Executive the remainder of the Restrictive Covenants shall not thereby be affected and shall be released from his obligations under this Section 9given full effect, without regard to the invalid portions. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion court determines that any of the Severance PaymentsRestrictive Covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or geographical scope of such provision, as the case may be and, in its reduced form, such provision shall then be enforceable and shall be enforced.

Non-Competition. (a) In view Employee acknowledges that during the course of Employee’s employment with the unique Company, its subsidiaries, and valuable services expected to be rendered by Executive to affiliates, Employee will become familiar with the Fairway Group, ExecutiveCompany’s knowledge of the trade secrets and other proprietary information relating to Confidential Information, that Employee will represent, embody, and benefit from the business goodwill of the Fairway Group and Company in consideration of the compensation to be received hereunderEmployee’s dealings with others, and Executivethat Employee’s ownership interest in services will be of special, unique, and extraordinary value to the Company, Executive and, therefore, and as a further material inducement for the Company to continue to employ Employee, Employee agrees that during the period of his employment by the Company and the greater of (i) one year following his Employee’s employment with the Company and for the six (6) month period following the end of Employee’s employment (regardless of whether Employee resigns or (iiis terminated, or the reason for any such resignation or termination) the Severance Period (the “Non-Competition Restricted Period”), Executive Employee shall not, whether for compensation without the express written approval from the board of directors of the Company in the case of the CEO, or without compensationthe CEO in the case of any other officer of the Company, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender : (i) own any equity or other ownership interest in any other capacity whatsoeverCompeting Business (as defined below), alone(ii) manage, operate, finance, or control a Competing Business, (iii) serve in association with any other persona similar role or function as that which Employee performed for the Company for the twenty-four (24) months immediately preceding Employee’s resignation or termination from the Company (whether prior to the execution of this Agreement or after the execution of this Agreement) for a Competing Business or (iv) engage in duties for, carry onconsult with, be engaged or take part inadvise, or render provide services (other than services which are generally offered or products to third parties) or provide advice toa Competing Business; provided, ownhowever, share that nothing in this Agreement shall preclude Employee from investing Employee’s personal assets in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares Competing Business if such securities are publicly traded on a national securities stock exchange or in the over-the-counter market shall and if such investment does not result in Employee beneficially owning, at any time, more than two percent (2%) of itself constitute a breach hereundersuch Competing Business. In additionAs used in this Agreement, Executive shall not, directly or indirectly, during “Competing Business” means any business that is engaged in direct competition with the Non-Competition Period, except in the good faith performance of his duties Company for the Fairway Groupprovision of services, request technology, and solutions to the oil and gas industry that are the same or cause substantially similar to those then being provided by the Company; provided that Employee shall be restricted from engaging in any suppliers or customers with whom of the Fairway Group has a foregoing activities only to the extent reasonably necessary to protect the legitimate business relationship to cancel or terminate any such business interests of the Company Entities, including customer goodwill, trade secrets, other Confidential Information, and the Company Entities’ relationship with any member of the Fairway Group or solicitcustomers, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofclients, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsinvestors.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his her employment by the Company and the greater of (i) for one year following his her employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the northeastern United States and in Fairway Group or (ii) any other area location where the Company Fairway Group is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operationsactively considering locating a store. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his her duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his her obligations under this Section 9. If Executive does not comply in all material respects with his her obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

Non-Competition. (a) In view of From the unique Closing and valuable services expected to be rendered by Executive to the Fairway Groupfor five years thereafter, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderSeller will not, and Executive’s ownership interest will cause its Subsidiaries not to, directly or indirectly anywhere in the CompanyChina, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment engage in, own any equity interest in or invest in any business, part or all of the principal activities of which compete with the Company Business as conducted on the Closing Date, directly or indirectly in any manner, (ii) solicit, sell or attempt to sell software solutions or services offered by the Severance Period Business as conducted on the Closing Date, (iii) disclose any confidential or non-public information regarding the “Non-Competition Period”)Business or the Assets to any third party or provided, Executive however, that notwithstanding the foregoing (A) the prohibition on ownership of direct or indirect interest in a competing business in this Section 5.8 (a) shall notnot apply to Seller’s or its Subsidiaries’ current equity ownership in the companies set forth in Section 5.8(a) of the Seller Disclosure Schedule as of the date hereof, whether for compensation or without compensation(B) Seller and its Subsidiaries may own, directly or indirectly, solely as an ownerinvestment, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender securities of any Person that are traded on any internationally-recognized securities exchange if Seller (alone or in any other capacity whatsoever, alone, or in association collectively with any other person, carry on, be engaged or take part in, or render services its Subsidiaries) (other than services which are generally offered to third parties1) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities is not a controlling Person of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States a member of a group that controls such Person and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%2) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall does not, directly or indirectly, during the Non-Competition Periodown ten percent or more of any class of securities of such Person, except (C) nothing in the good faith performance of his duties for the Fairway Groupforegoing clauses shall be construed to prohibit Seller or its Subsidiaries from engaging in repair, request maintenance, technical support or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship general after sales services in connection with any member of Seller’s business as conducted on the Closing Date other than the Business and this Section 5.8(a) shall not apply to the Telecommunications Applications Services Division as operated as of the Fairway date hereof by the ChinaWeal Group or solicit, interfere with, entice from or hire from any member the Insurance IT Services Division operated as of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoingdate hereof by Lenovo AI, the provisions of and (D) this Section 9 clause shall not be violated by (x) general advertising construed to prohibit Seller’s continued employment of the Seconded Employees. With respect to the Telecommunications Applications Services Division of the ChinaWeal Group, Seller agrees that as long as the ChinaWeal Group is, directly or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as indirectly, a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than Subsidiary of Seller, in the circumstances described event there are any activities that would constitute direct or indirect competition between the ChinaWeal Group and any businesses conducted by Purchaser, Seller shall engage in the next sentence) good faith discussions with Purchaser and use reasonable efforts to minimize or to comply with its obligations under Section 4 hereof, and avoid such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentscompetition.

Non-Competition. (a) In view Seller acknowledges that the nature of the unique Company’s business and valuable services expected to be rendered by Executive to Seller’s position as the Fairway Group, Executive’s knowledge founder and principal shareholder of the Company are such that if Seller were to become employed by, or substantially involved in, the business of a competitor of the Company during a period of time following the Closing, it would be very difficult for Seller not to rely on or use the Company’s trade secrets and other proprietary information relating confidential information. Thus, to avoid the business inevitable disclosure of the Fairway Group Company’s trade secrets and in consideration of the compensation to be received hereunderconfidential information, and Executive’s ownership interest in to protect such trade secrets and confidential information and the Company’s relationships and goodwill with customers, Executive agrees that during the period commencing on the Effective Date and continuing until the fifth (5th) anniversary of his employment the Closing (the “Restricted Period”), unless otherwise agreed to in writing by a majority of the Company’s Board of Directors (the “Board”), Seller will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business on the greater of Effective Date (ithe “Restricted Area”) one year following his employment that at any time during the Restricted Period competes with the Company or (ii) any of its Affiliates in any business related to research, development, manufacture, distribution and sale of vitamins, minerals, health and nutritional supplements, sports nutrition products, herbal teas and natural health and beauty care products and such other businesses as the Severance Company is engaged in on the Effective Date. Nothing herein shall prohibit Seller from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Seller has no active participation in the business of such corporation. Seller expressly agrees that the foregoing covenants in this Section 3.2 shall continue in effect through the entire Restricted Period (the “Non-Competition Period”), Executive shall not, regardless of whether for Seller is then entitled to receive any compensation or without compensationbenefits (including severance benefits) from the Company. As used in this Agreement, “Affiliate” of the Company means an individual or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender of the power to direct or in cause the direction of management or policies (whether through ownership of securities or any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds partnership or other securities ofownership interest, by contract or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%otherwise) of the shares of any corporation whose shares are publicly traded on a national securities exchange or entity. As used in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoingthis Agreement, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive term “Person” shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence)construed broadly and shall include, then notwithstanding anything herein to the contrarywithout limitation, the Company shall not be obligated to pay Executive an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any remaining portion of the Severance Paymentsdepartment, agency or political subdivision thereof.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment by five (5) years commencing on the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period date hereof (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive SpinCo shall not, directly or indirectly, during the Non-Competition Period, except through one or more of its Subsidiaries or otherwise: (a) engage in or assist others in engaging in the good faith performance Restricted Business in the Territory; (b) have an equity or other ownership interest in any Person (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, agent, trustee or consultant; (c) solicit or accept the business of his duties for any actual or prospective client or customer of DG or the Fairway GroupRestricted Business (including any existing or former client or customer of DG, request the Buyer or cause any suppliers of their respective Subsidiaries or customers with whom the Fairway Group Restricted Business and any Person that becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or any other Person who has a business relationship to cancel or terminate any such material business relationship with DG, the Buyer or any member of their respective Subsidiaries or the Fairway Group Restricted Business, to purchase products or solicitservices competitive with the Restricted Business; or (d) cause, interfere withinduce or encourage any actual or prospective client, entice from customer, supplier or hire from licensor of DG, the Buyer or any member of their respective Subsidiaries as it relates to the Fairway Group Restricted Business (including any employee existing or former client, customer, supplier or licensor of DG, the Buyer or any member of their respective Subsidiaries as it relates to the Fairway GroupRestricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date hereof), or any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the provisions SpinCo may own, directly or indirectly, solely as an investment, equity securities of this Section 9 shall any Person traded on any national securities exchange if SpinCo is not be violated by a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence5%) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice more of any class of equity securities of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsPerson.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered consideration for Executive's employment by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received Sunshine hereunder, the various rights conferred on Executive under this Agreement and Executive’s ownership interest the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the CompanyStock Purchase Agreement), Executive hereby covenants and agrees that during the Employment Term, and for a period of his employment by 36 months following the Company and the greater date of (i) one year following his employment with the Company any termination or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge expiration of the ExecutiveEmployment Term, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In additionfor whatever reason, Executive he shall not, directly or indirectly, whether by through or as an officer, director, stockholder, partner, owner, employee, creditor, or otherwise, be engaged in any other commercial activities or pursuits whatsoever which may in any way be in competition or conflict with the business of Sunshine or JBSS (including without limitation the manufacturing, processing and marketing of nuts and other snack food items) in any market or geographic area in which Sunshine or JBSS is then doing business. Executive further covenants and agrees that during the NonEmployment Term, and for a period of 36 months following the date of any expiration or termination of the Employment Term for any reason whatsoever, he shall not, directly or indirectly, on his own behalf or on behalf of any other person, firm or corporation, pursue any party which was a customer of Sunshine and/or JBSS as of such termination or expiration or at any time within the 24-Competition Period, except in month period preceding the good faith performance date of his duties termination or expiration for the Fairway Grouppurpose of soliciting and/or providing to any of those customers any products, request goods, or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member services of the Fairway Group nature and type sold by either Sunshine or solicit, interfere with, entice from or hire from any member JBSS. For purposes of the Fairway Group preceding sentence, a "customer of Sunshine or JBSS" includes, but is not limited to, (a) any employee person, firm or corporation which Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services and which any member of Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns, at the time of the Fairway Group. Notwithstanding expiration or termination of the foregoingEmployment Term or at any time within the 24-month period preceding such termination or expiration, the provisions is or was pursuing by regular contacts with such person, and (b) any person, firm or corporation specifically identified by Sunshine, JBSS or any of this Section 9 shall not be violated by (x) general advertising their respective affiliates, predecessors, successors or solicitation not specifically targeted at Fairway Group related persons assigns in any of their respective marketing or entities or (y) Executive’s serving strategic plans as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) target for solicitation of orders for products, goods or to comply with its obligations under Section 4 hereofservices of Sunshine, and such breach is not cured within thirty (30) days after written notice JBSS or any of such breach is provided to the Company by Executivetheir respective affiliates, then in addition to any other remedies available to the Executivepredecessors, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentssuccessors or assigns.

Non-Competition. The Executive acknowledges that (a) In view the Company engages in a competitive business, (b) the Executive’s services and responsibilities are unique in character and are of particular significance to the Company, (c) the Executive’s position with the Company will place him in a position of confidence and trust with the customers, suppliers and Executives of the unique Company, and valuable services expected to be rendered by Executive to (d) the Fairway Group, Executive’s knowledge of position with the trade secrets Company will provide him access to Confidential Information which is valuable and other proprietary information relating material to the business of the Fairway Group and in consideration of the compensation competitive position to be received hereunder, and Executive’s ownership interest in the Company, . The Executive therefore agrees that during the period of his employment by the Company and the greater of (i) one year following his Executive’s employment with the Company or and for a period of eighteen (ii18) months after the Severance Period termination of Executive’s employment for any reason (the “Non-Competition Compete Period”), Executive shall nothe will not (other than as a director, whether for compensation Executive, agent or without compensationconsultant of the Company), directly or indirectly, as an owner, principalindividual proprietor, partner, shareholder, member, shareholderofficer, director, Executive, consultant, independent contractor, consultant, joint venturer, investorinvestor or lender, licensor, lender or participate in any business or enterprise engaged anywhere in the United States or any other capacity whatsoevercountry in which the Company’s products have during the Employment Period been marketed or sold in the business of designing and marketing of sunglasses, alonereading glasses, optical frames or fashion jewelry, or in association any business similar to or competitive with the business which the Company or any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily of its subsidiaries engaged in the retail grocery same trade or business anywhere were providing, in either case, at any time while the northeastern United States and in any other area where Executive was employed by the Company is doing business or into which Company, unless the Board has, to Executive shall have obtained the knowledge prior written consent of the ExecutiveBoard, discussed provided, that the possibility of expanding foregoing restrictions shall not be construed to prohibit the Fairway Group’s operations. The record or beneficial ownership by the Executive of up to one not more than two percent (12%) of the shares any class of equity securities of any corporation whose shares having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on a any national securities exchange or in the over-the-counter market shall not if such ownership represents a personal investment and neither the Executive nor any group of itself constitute a breach hereunder. In addition, persons including the Executive shall not, either directly or indirectlyindirectly in any way manages or exercises control of any such corporation, during guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as a shareholder or seeks to do any of the Non-Competition Periodforegoing. Executive agrees that because of the nature of the Company’s business, except the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and trade secrets of the Company which the Company will give Executive access to, any breach of this paragraph by Executive would result in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member inevitable disclosure of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) ExecutiveCompany’s serving as a reference upon request. If the Company breaches trade secrets and Confidential Information to its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsdirect competitors.

Non-Competition. (ai) In view of the unique and valuable services expected to be rendered by Executive Except with respect to the Fairway Groupperformance of Sellers’ obligations under the Transition Agreement, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period from the Closing Date until the end of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Milestone Term (the “Non-Competition Restriction Period”), Executive Sellers shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall ensure that its Affiliates do not, directly or indirectly, during including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or sell in any country in which any of the NonProducts is commercially sold or for which application for marketing authorization has been made, any plasma-Competition Period, except in the good faith performance of his duties derived antibody-based product intended for the Fairway Group, request or cause treatment of any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group viral infections for which any Product is intended, or solicitused, interfere with, entice from to treat (a “Competing Product”) or hire from knowingly aid or assist any member Third Party in doing any of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, including by contacting any Persons who were suppliers, distributors, agents or customers of the provisions Business for the purpose of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as soliciting orders in connection with a reference upon requestCompeting Product. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding Notwithstanding anything herein to the contrary, nothing in this Section 6.12(a) shall prohibit or restrict the Company ability of any Seller or their Affiliates from beneficially owning less than five percent (5%) of any class of the outstanding securities of any publicly-traded Person. If a Seller or any of its controlled Affiliates or any Person that directly or indirectly owns a majority of the voting power of the capital stock of such Seller (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competing Product at any time during the Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product and, during such nine (9)-month period, the sale, marketing or distribution of such Competing Product shall not be obligated in violation of this Section 6.12(a). In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to pay Executive any remaining portion a Third Party or (y) a license to one or more Third Parties of the Severance Payments.right to sell, market and distribute such Competing Product so long as such Seller and its Subsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competing Product. For the avoidance of doubt, if a Seller enters into a transaction with any Person whereby such Seller undergoes a Change in Control, then the foregoing limitations and requirements of this Section 6.12(a) shall not apply to such acquiring Person or any of its Affiliates other than the applicable Seller and its controlled Affiliates prior to such transaction, nor shall such Seller and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this covenant and that the Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach of such covenant. 50

Non-Competition. (a) In view Shareholder agrees that commencing on the later of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge date of the trade secrets and other proprietary information relating to the business termination of the Fairway Group and in consideration Consulting Agreement or the date of termination of Shareholder as an employee of IA (the compensation to be received hereunder“Departure Date”), and Executive’s ownership interest in the Companycontinuing until two years thereafter, Executive agrees that during the period of his employment by the Company and the greater of Shareholder will not directly or indirectly (i) one year following his employment with engage in or continue in any business within a 75 mile radius of any IA wireless access point existing or contemplated at the Company or (ii) the Severance Period Departure Date (the “Non-Competition PeriodTerritory”), Executive shall notthat competes with or is engaged in or carries on, whether for compensation in any material respect, the Business (a “Competing Business”), including owning, controlling, participating in, joining, operating, or without compensationmanaging or being a partner, directly stockholder or indirectlyother equity interest owner, or as an owner, principal, partner, member, shareholderemployee, independent contractor, consultant, joint ventureradvisor, investorsales representative or distributor of any kind, licensorof any Competing Business, lender (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other capacity whatsoeverbusiness organization which at the time of such consultation, aloneadvice or assistance is or proposes to become a competitor of IA within the Territory, including, but not limited to, advertising or in association with otherwise endorsing the products or services of any such competitor; soliciting clients or subscribers which were clients or subscribers of the Company (or persons or entities from which the Company has solicited orders for the sale of any products or services of the Company within the 24 months immediately preceding the Closing Date) or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other personform of financial assistance to any such competitor; or (iii) induce or attempt to induce any present or former director, carry onofficer, be engaged employee, agent, subscriber, client, vendor, supplier or take part in, lessor of IA to terminate his or render services (other than services which are generally offered her position or relationship with IA. Shareholder understands that the foregoing restrictions limit his ability to third parties) or provide advice to, own, share engage in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery a business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, similar to the knowledge Business of the ExecutiveCompany, discussed the possibility of expanding the Fairway Group’s operationsbut acknowledges receiving sufficiently high benefits from IA under this Agreement to justify such restriction. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 foregoing agreement shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving deemed to prohibit the Shareholder from acquiring as a reference passive investment not more than a one percent ownership interest of a Competing Business whose securities are publicly-traded. IA will notify the Shareholder at the Departure Date of all wireless access points existing and contemplated at the Departure Date upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion receipt of the Severance PaymentsShareholder’s written request.

Non-Competition. The Stockholder will not, inside the State of Florida, for a period of one (a1) In view year after the Closing Date, own any interest in, manage, operate or control, or participate in the ownership, management, operation or control of the unique and valuable services expected to be rendered (such as by Executive to the Fairway Groupserving as a director, Executive’s knowledge of the trade secrets and other proprietary information relating to officer, employee, member, partner, consultant, agent or advisor), any business or enterprise that is involved in the business of banking or other financial services (the Fairway Group and in consideration of "Competitive Business"); provided, however, nothing contained herein shall prohibit the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of Stockholder from (i) one year following his employment with continuing to participate in the Company ownership, management, operation or control of a particular Competitive Business to the extent set forth in Annex A or (ii) acquiring and maintaining an ownership interest in a Competitive Business provided that the Severance Period acquired ownership interest, when aggregated with any ownership interest of (A) family members of the “Non-Competition Period”Stockholder and (B) any person who, together with the Stockholder and any other person would be deemed to be a group (as defined for purposes of Rule 13d-3 under the Exchange Act), Executive shall notrepresents less than 5% of the equity and voting power in such Competitive Business. The Stockholder acknowledges that the covenants in this section are executed in order to induce Acquiror to enter into and consummate the transactions contemplated by the Merger Agreement, whether for compensation or are required by Acquirorfor the purpose of preserving the business acquired by it in connection with the transactions contemplated by the Merger Agreement and that Acquiror would not enter into and consummate the transactions contemplated by the Merger Agreement without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in agreement of the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, Stockholder to the knowledge covenants contained in this section. The Stockholder also acknowledges that the scope, duration and geographic limitations contained in this section are reasonable given the nature of the Executive, discussed Company's business and the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) nature of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunderCompetitive Business. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance event that any of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 section should ever be adjudicated to exceed the time, scope, geographic, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall not be violated by (x) general advertising deemed reformed in such jurisdiction to the maximum time, scope, geographic or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as other limitations enforceable under applicable law. The Stockholder further acknowledges that a reference upon request. If the Company breaches its obligation violation of this section would cause immeasurable injury to make the Severance Payments (other than Acquiror and that, in the circumstances described event of a breach by the Stockholder of this section, Acquiror will not have an adequate remedy at law. Accordingly, in the next sentence) or event of any such breach, Acquiror shall be entitled to comply with its obligations under Section 4 hereof, such equitable and injunctive relief as may be available to restrain the Stockholder and any other person participating in such breach is not cured within thirty (30) days after written notice from the violation of such breach is provided to the Company by Executiveprovisions hereof in any court of competent jurisdiction and injunctive relief without the necessity of posting a bond or proving special damages. Nothing herein, then in addition to however, shall be construed as prohibiting Acquiror from pursuing any other remedies available to at law or equity for such breach, including the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion recovery of the Severance Paymentsdamages.

Non-Competition. (a) In view consideration and as a condition of Executive’s employment hereunder and receipt of all payments and benefits available to Executive in connection with such employment, the unique Company’s promise to disclose, and disclosure of, its Confidential Information and for other good and valuable services expected to be rendered consideration, the receipt and sufficiency of which are hereby acknowledged by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive hereby agrees and covenants that during the Term and for a period of his 18 months beyond Executive’s date of termination of employment by for any reason, including the Company and expiration of the greater of (i) one year following his employment with the Company or (ii) the Severance Period Term (the “Non-Competition Restricted Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the Non-Competition Periodtime of Executive’s termination, except any business or other endeavor in the good faith performance Restricted Territory of his duties for a kind being conducted by the Fairway GroupCompany or any of its subsidiaries or, request if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or cause demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any suppliers time thereafter); and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or customers with whom the Fairway Group has a business relationship to cancel indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or terminate in any such business relationship other individual or representative capacity with any member of the Fairway Group individual, partnership, corporation or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Groupother organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and retain investments during the provisions Restricted Period, for investment purposes only, in less than five percent of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity provided such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities provided that Executive is not directly involved in the provision of the advisory services to such entities. For purposes of this Section 9 2(b), the “Restricted Territory” shall not be violated by (x) general advertising defined as any state or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If political subdivision in the world where the Company breaches its obligation is engaged in business, or has verifiable plans to make the Severance Payments (other than engage in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofbusiness. Executive also acknowledges that, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, extent the Company shall not would be obligated required to pay Executive any remaining portion of additional compensation in accordance with applicable law following Executive’s separation from employment in order to enforce this Section 2(b), Executive agrees to accept such additional compensation if offered to Executive by the Severance PaymentsCompany.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive Subject to the Fairway Groupnext sentence of this Section 8(a), Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period commencing on the Effective Date and ending on the date that is twelve (12) months following the end of his employment the Term (such period, which will be extended by the Company and the greater amount of (i) one year following his employment with the Company or (ii) the Severance Period (time during which Executive is in violation of any provision of this Section 8, the “Non-Competition Restricted Period”), Executive shall notwill not engage in, whether for compensation manage, operate, finance, control or without compensationparticipate in the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, whether as an officer, director, shareholder, owner, principalco-owner, affiliate, partner, memberagent, shareholder, independent contractorrepresentative, consultant, joint venturer, investor, licensor, lender independent contractor or in any other capacity whatsoever, aloneadvisor, or in association with any other person, carry on, be engaged or take part in, or otherwise render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities guarantee any obligation of, or otherwise become financially interested inacquire or hold (of record, beneficially or otherwise) any entity primarily engaged direct or indirect interest in a business that sells or provides products or services that are the retail grocery business anywhere same as the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in the northeastern United States future employment, as long as such employment and in any other area where specialized services are not competitive with the Company or any of its subsidiaries) sold or provided by the Company or its subsidiaries at any time while Executive is doing business an employee or into which the Board has, to the knowledge director of the ExecutiveCompany (a “Competitor”); provided, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by however, that Executive of up to one percent (1%) of the may own, as a passive investment, shares of capital stock of any corporation whose Competitor if (A) such shares are publicly traded listed on a national securities exchange or traded on a national market system in the over-the-counter market United States, (B) Executive, together with any of Executive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, but shall not include any other blood relative), owns beneficially (directly or indirectly) less than five percent (5%) of itself constitute a breach hereunderthe total number of shares of such entity’s issued and outstanding capital stock, and (C) neither Executive nor any of Executive’s affiliates is otherwise associated directly or indirectly with such Competitor or any of its affiliates. In additionDuring the Term, Executive shall notsubmit to the Board all business, directly commercial and investment opportunities or indirectly, during the Non-Competition Period, except in the good faith performance offers presented to Executive or of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship which Executive becomes aware which relate to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make business (“Company Opportunities”). Unless approved by the Severance Payments (other than in Board or the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is Board does not cured pursue a Company Opportunity within thirty (30) days after written notice of such breach is provided to the Company submission by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence)accept or pursue, then notwithstanding anything herein to the contrarydirectly or indirectly, the any Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsOpportunities on Executive’s own behalf.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in During your employment with the Company, Executive agrees that during the and for a period of his employment by the Company and the greater of one (i1) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”)thereafter, Executive shall you will not, whether for compensation or without compensationthe prior written consent of the Human Resources Committee of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an ownerofficer, director, employee, partner, principal, partneragent, memberrepresentative, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, consultant or otherwise become financially interested inwith or use or permit your name to be used in connection with, any entity primarily business or enterprise engaged within any portion of the United States or Canada (collectively, the “Territory”) (whether or not such business is physically located within the Territory) that is engaged in the retail grocery business anywhere creation, design, manufacture, distribution or sale of any products or services that are the same or of a similar type then manufactured or otherwise provided by the Company or by any of its affiliates during your employment with the Company (the “Business”). You recognize that you will be involved in the northeastern United States activity of the Business throughout the Territory, and in that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restriction shall not be construed to prohibit your ownership of any other area where class of securities of the Company is doing business or into which the Board has, to the knowledge and of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one not more than five percent (15%) of the shares any class of securities of any corporation whose shares are publicly traded on which is engaged in any of the foregoing businesses having a national class of securities exchange or registered pursuant to the Securities Act of 1933, provided that ownership of any corporation other than the Company represents a passive investment and that neither you nor any group of persons including you in the over-the-counter market shall not of itself constitute a breach hereunder. In additionany way, Executive shall not, either directly or indirectly, during manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in business, other than exercising his rights as a shareholder, or seeks to do any of the Nonforegoing. We acknowledge and agree that if the Company fails to satisfy its material obligations to you under this Agreement after you have provided the Company with at least thirty (30) days written notice of such failure, then your obligation to comply with the non-Competition Periodcompetition covenant set forth in this Section 18 shall be waived. You acknowledge that the restrictions contained in this Section 18 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, except that the Company would not have entered into this Agreement in the good faith performance absence of his duties for such restrictions, and that any violation of any provision of this Section 18 will result in irreparable injury to the Fairway GroupCompany and its affiliates. YOU REPRESENT AND ACKNOWLEDGE THAT (i) YOU HAVE BEEN ADVISED BY THE COMPANY TO CONSULT YOUR OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, request or cause (ii) THAT YOU HAVE HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THOROUGHLY THIS AGREEMENT WITH YOUR COUNSEL, AND (iii) YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND PROVISIONS OF THIS AGREEMENT. You agree that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire other remedies provided by law arising from any member violation of this Section 18, which rights shall be cumulative and in addition to any other rights or remedies to which the Fairway Group Company may be entitled. In the event that any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 18 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. You and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Section 18, including without limitation, any action commenced by the Company for preliminary or permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not be violated by have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (xii) general advertising consent to the non-exclusive jurisdiction of any such court in any such suit, action or solicitation not specifically targeted at Fairway Group related persons proceeding, and (iii) waive any objection to the laying of venue of any such suit, action or entities proceeding in any such court. You agree that the Company may provide a copy of Section 18 of this Agreement to any business or enterprise (i) which you may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (yii) Executive’s serving with which you may be connected with as a reference upon request. If the Company breaches its obligation an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which you may use or permit your name to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsused.

Non-Competition. During the period beginning on the date of this Agreement and ending on the earlier of (a1) In view December 31, 2013 or (2) the third anniversary of the unique and valuable services expected date the Executive ceases to be rendered by Executive to serve on the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Board for any reason (the “Non-Competition Restrict e d Period”), the Executive shall not, whether for compensation or without compensationthe express written consent of the Company, directly or indirectly, anywhere in the United States or any other country where the Company does business as of the date hereof, own an interest in, join, operate, control or participate in, be connected as an owner, principalofficer, executive, employee, partner, member, manager, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, principal of or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities ofwith, or otherwise become financially interested inaid or assist in any manner whatsoever, any individual, corporation or entity primarily engaged that competes with the activities of the Company or its subsidiaries and controlled affiliates, including in the retail grocery business anywhere in capital markets, money management, financial advisory and/or institutional sales and trading businesses (a “Competitive Activity”). Notwithstanding the northeastern United States and in any other area where foregoing, the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of may (i) own up to one percent (1%) of the shares outstanding stock of any a publicly held corporation whose shares are publicly traded on which is or is affiliated with an entity or person that is in competition with the Company or its subsidiaries or (ii) be an officer, executive, employee, partner, member, manager, shareholder, or principal of or with a national securities exchange hedge fund, mutual fund, side-by-side fund or a third-party asset management firm (the exceptions set forth in clauses (i) and (ii), the over-the-counter market shall not of itself constitute a breach hereunder“ Permitted Activities”). In addition, the event that the Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written provides notice of such breach is provided to the Company by Executivethat he will engage in a Competitive Activity in respect of money management that is not already a Permitted Activity, then and engages in addition such activity, notwithstanding anything to the contrary in this Agreement (or any other remedies available to agreement by and between the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in and the circumstances described in the immediately preceding sentenceCompany), then notwithstanding anything herein to the contrary, the Company shall not be obligated have no remedies against the Executive other than the right to pay Executive any remaining portion cease making the payments and providing the benefits to him under Section 2 of this Agreement and Section 3 of the Severance PaymentsDirector Agreement between the Company and the Director, dated as of the date of this Agreement (the “Director Agreement ”). If the Executive’s service on the Board ceases for any reason during the twelve-month period immediately following a Change in Control (as defined below), then the restrictions described in this Section 3(b) shall continue to apply until the earlier of (i) one (1) year following the date that the Executive’s service with the Company ceases or (ii) the end of the Restricted Period. “ Change in Control” shall have the meaning set forth under the Company’s 2006 Long-Term Incentive Plan (the “LTIP ”) as in effect on the date hereof; provided, however, that for purposes of this Section 3(b), a Change in Control shall not include any transaction involving (1) the sale to a third party by Friedman, Billings, Rxxxxx Group, Inc. (“ FBR Group”) of any of the Company’s Outstanding Company Voting Stock or Outstanding Company Voting Securities (as each term is defined in the LTIP) or (2) the sale of FBR Group to a third party, unless either of such transactions also involves the sale, exchange or conversion of all of the Company’s Outstanding Company Voting Stock or Outstanding Company Voting Securities. For the avoidance of doubt, the Executive’s engagement in activities for, or on behalf of, Fxxxxxxx Bxxxxxxx Xxxxxx Group Inc.’s businesses as of the date hereof shall in no event be considered a violation of this Section 3(b).

Non-Competition. The Executive hereby agrees that, during the Term and for a period of twelve (12) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) In view 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 the business of the unique Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and valuable services expected all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or other entity, the employees of which the Company.(or any affiliate or subsidiary of the Company) has agreed not to hire or endeavor to hire. The effective time of the limitations imposed by this Section 12 shall be rendered by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the Fairway Group, terms of this Section 12. Because of the Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderCompany’s business, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge event of the Executive, discussed the possibility ’s actual or threatened breach of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary12, the Company shall not be obligated to pay entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any remaining portion of the Severance Paymentsforegoing. However, nothing herein shall be construed as prohibiting the Company 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 Company 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 of geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. Until two (a2) In view of years after the unique and valuable services expected to be rendered by Executive to the Fairway Groupdate hereof, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive Xxxxxxxx shall not, directly or indirectly, during without the Non-Competition Periodprior written consent of Pharsight, except (i) own, manage, operate, join, control, finance or participate in the good faith performance ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, licensor or otherwise with, any business or enterprise engaged in any business which is competitive with the business of his duties for the Fairway GroupCompany, request within each of the geographical units which are listed in Appendix A hereto (the "Territory"), or cause (ii) engage in any suppliers other manner, within the Territory, in any business which is competitive with the business of the Company. For the purposes of this Section 3, the "business of the Company" shall be defined as set forth in Appendix B hereto. Notwithstanding the above, Xxxxxxxx shall not be deemed to be engaged directly or customers with whom the Fairway Group has a indirectly in any business relationship to cancel in contravention of subparagraphs (i) or terminate (ii) above, if: (x) Xxxxxxxx participates in any such business relationship with any member solely as a passive investor in up to 1% of the Fairway Group equity securities of a company or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoingpartnership, the provisions securities of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or which are publicly traded; (y) Executive’s serving as Xxxxxxxx is employed by a reference upon request. If business or enterprise that is engaged primarily in a business other than the business of the Company breaches its obligation and Xxxxxxxx takes scrupulous care not to make and does in fact not apply his expertise at such business or enterprise to that part of such business or enterprise that is or could be competitive with the Severance Payments business of the Company; or (other than in z) Xxxxxxxx is employed by a large multi-divisional business, one or more divisions of which compete with the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofCompany's business, and Xxxxxxxx takes scrupulous care not to and does in fact not consult with or otherwise apply his expertise at such breach is not cured within thirty (30division(s) days after written notice of such breach is provided to business which compete with the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsCompany's business.

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) In view 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 the business of the unique Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing or customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and valuable services expected all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or other entity, the employees of which the Company (or any affiliate or subsidiary of the Company) has agreed not to hire or endeavor to hire. The effective time of the limitations imposed by this Section 13 shall be rendered by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the Fairway Group, terms of this Section 14. Because of the Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderCompany’s business, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge event of the Executive, discussed the possibility ’s actual or threatened breach of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary14, the Company shall not be obligated to pay entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any remaining portion of the Severance Paymentsforegoing. However, nothing herein shall be construed as prohibiting the Company 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 14 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 14 shall be deemed to be invalid or unenforceable by reason of the extent, duration of geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. From the date hereof through (ai) In view the first anniversary date of any termination of Executive's employment with the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment Company by the Company and without Cause or by Executive for Good Reason or (ii) the greater second anniversary date of (i) one year following his any termination with Cause of Executive's employment with the Company or of Executive's resignation, Executive agrees not to engage in, have an interest in or render any services to, directly or indirectly (as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise), any business which (i) is engaged in the anti-aging/age management and medical practice management businesses or (ii) offers products or services similar to or competitive with products and services offered by the Severance Period (Company in the “Non-Competition Period”), Executive shall notmarkets and territories in which the Company's products and services are offered during the Term, whether for compensation or without compensation, directly or indirectly, as an owner, principalexecutive, partner, memberdirector, employee, agent, consultant, shareholder, independent contractorowner, consultantmanager, joint venturer, investoroperator, licensor, lender licensee, joint venturer or otherwise; provided that (A) Executive may hold less than 5% of the outstanding shares in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded listed on a national securities exchange or in authorized for quotation on an inter-dealer quotation system of a regulated national securities association and (B) Executive's relationship with, and services and responsibilities to, Sands Brothers are and shall be excluded from the over-the-counter market shall not terms and provisions of itself constitute a breach hereunderthis paragraph. In addition, Executive shall not, during the Term and for a period of two years thereafter, directly or indirectly, during the Non-Competition Period, except in the good faith performance take any action which constitutes an interference with or a disruption of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicitCompany's business activities. For purposes of clarification, interfere withbut not of limitation, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, Executive hereby acknowledges and agrees that the provisions of this Section 9 5.2 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving serve as a reference upon request. If prohibition against him from, during the Company breaches its obligation period referred to make the Severance Payments (other than herein, directly or indirectly, hiring, offering to hire, enticing, soliciting or in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available manner persuading or attempting to the Executivepersuade any officer, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence)employee, then notwithstanding anything herein to the contraryagent, the Company shall not be obligated to pay Executive any remaining portion lessor, lessee, licensor, licensee, client or customer of the Severance PaymentsCompany, to discontinue or alter his, her or its relationship with the Company.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the For a period of his employment by eighteen (18) months following the Company and Retirement Date, the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive Employee shall not, whether for compensation on his own behalf or without compensationon behalf of or in conjunction with any other person or entity, directly or indirectlyacting in any capacity whatsoever (including, but not limited to, as an ownerowner of any business, principalexcept as a stockholder of a publicly held corporation of which the Employee beneficially owns no more than five percent of any class of equity security), partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoevergeographic area where Assurant Solutions is operating as of the Retirement Date (or within 6 months prior thereof) directly or indirectly compete with Assurant Solutions (or with the businesses that comprised Assurant Solutions as of the Retirement Date, aloneeven if the Company no longer uses the term “Assurant Solutions” to identify the segment, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered such businesses being collectively referred to third partieshereinafter as “Assurant Solutions”) or provide advice to, own, share in for the earnings of, invest in the stocks, bonds or other securities business of, or otherwise become financially interested infor any direct commercial relationship with, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and client, customer, contract holder, policyholder, broker, agent or other intermediary in any other area where the Company line of business in which Assurant Solutions is doing business or into which the Board has, to the knowledge engaged as of the ExecutiveRetirement Date. For avoidance of doubt, discussed the possibility prohibitions of expanding this Section 5.C include, but are not be limited to, a prohibition against the Fairway GroupEmployee’s operations. The record or beneficial ownership by Executive engagement as a consultant to any competitor of up to one percent (1%) Assurant Solutions within the scope of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. this Section 5.C. Notwithstanding the foregoing, following the provisions Retirement Date, the Employee may be engaged as a consultant to or employee of this Section 9 a company that does not compete with Assurant Solutions but which may be an affiliate (but not a direct or indirect parent company) of a company that competes with Assurant Solutions (a “Competing Affiliate”), provided that (i) the Employee does not directly or indirectly provide services or information to, or supervise or advise any employee of, or serve on the Board of Directors of, or act as a consultant to, the Competing Affiliate, (ii) to the reasonable satisfaction of the Company, it has been demonstrated that commercially reasonable steps have been taken to prevent any direct or indirect communications between Employee and the Competing Affiliate, its employees, officers, executives, directors, consultants, independent contractors and agents concerning any potentially competitively sensitive information, and (iii) before the Employee undertakes any such activity, the Company, by its Chief Executive Officer or Chief Legal Officer, consents in writing to such activity, which consent shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsunreasonably withheld.

Non-Competition. (a) In view Until the fifth anniversary of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period Closing Date (the “"Non-Competition Compete Period”"), Executive neither the Sellers, the Principals, nor any affiliate thereof, shall not, whether for compensation or without compensation, directly or indirectly, as an ownerengage in the Business or any business comparable to or competitive with the Business, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or have any interest in or engage in any other capacity whatsoevertransaction with, aloneany sole proprietorship, or in association with any other personpartnership, carry on, be engaged or take part in, or render services corporation (other than services which are generally offered to third partiesthe Buyer or any of its affiliates) or provide advice tobusiness or any other person or entity (whether as an employee, ownofficer, share director, partner agent, security holder, creditor, consultant or otherwise) that directly or indirectly engages in the earnings ofBusiness (or any aspect thereof), invest or any business comparable to or competitive with the Business, in the stocksstates of Illinois, bonds Maryland, Connecticut, Massachusetts, New Jersey, Pennsylvania or other securities ofNew York; provided, however, that nothing contained herein shall be deemed to prevent or restrict the Sellers, the Principals, or otherwise become financially interested intheir affiliates, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of from owning up to one percent (1%) % of the shares of any class of capital stock of any corporation whose shares are publicly traded listed on a national securities exchange or are regularly traded in the over-the-counter market shall so long as neither the Sellers, the Principals, nor their respective affiliates actively participate or engage in the conduct of the business of any such other corporation. Notwithstanding any of the foregoing to the contrary, it is understood and agreed that the Principals may continue their "NeedMyDoctor" business as currently being conducted, as long as NeedMyDoctor does not enter into the TAS Business or the PhoneScreen Business and as long such continuation does not otherwise breach any of itself constitute their obligations under this Agreement. For the sake of clarity, it is hereby understood and agreed that certain NeedMyDoctor customers utilize various providers of telephone answering services. The Principals hereby agree that they will, and will cause NeedMyDoctor to, refer all such customers who are seeking a breach hereunderprovider of telephone answering services to the Buyer or its affiliates. In addition, Executive it is hereby understood and agreed, that NeedMyDoctor shall notnot refer any of its customers to a provider of telephone answering services other than the Buyer or its affiliates (provided, directly or indirectlyhowever, during the Non-Competition Periodthat if after such initial referral, except a customer requests a referral to a service provider in the good faith performance of his duties for same geographical region as the Fairway Groupcutomer, request or cause any suppliers or customers with whom and neither Buyer nor its affiliates provide such service in such region, the Fairway Group has a business relationship Principals may then refer such customer to cancel or terminate another regional service provider), and that any such business relationship with any member referral shall be deemed to be a breach of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request4.4. If Each of the Company breaches its obligation to make Sellers and the Severance Payments (other than in Principals acknowledge that the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofprovisions of Sections 4.3 and 4.4, and the period of time, geographic area and scope and type of restrictions on its activities set forth in Section 4.3 and 4.4, are reasonable and necessary for the protection of Buyer and are an essential inducement to Buyer's entering into the transaction documents to which it is a party and consummating the transactions contemplated thereby. If, at the time of enforcement of Sections 4.3 or 4.4, a court shall hold that the period of time, geographic area or scope or type of restrictions set forth in Sections 4.3 or 4.4 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period of time, geographic area or scope or type of restrictions deemed reasonable under such breach is not cured within thirty (30) days after written notice of circumstances by such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive court shall be released from his obligations under this Section 9. If Executive does not comply substituted for the stated period of time, geographic area or scope or type of restrictions set forth in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsSections 4.3 and 4.4.

Non-Competition. (a) In view of From and after the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderClosing, and Executive’s ownership interest in for the Company, Executive agrees that during the period of his employment by the Company and the greater of next --------------- succeeding two (i2) one year following his employment with the Company or (ii) the Severance Period years (the “Non-Competition "Restricted Period”"), Executive shall notnone of Xxxxx Xxxxxxx, whether for compensation Xxxxxx Xxxxxxx or without compensationXxxxxxxxx Xxxxxxx (the "Individual Sellers") shall, directly or indirectly, or in whole or in part, (i) engage in any activity which is directly competitive with the business of the Company as an ownerconducted during the one (1) year period immediately preceding the Closing or (ii) become interested in any Person engaged in such activity in any capacity including, but not limited to, as a partner, shareholder, principal, partneragent, memberrepresentative, shareholdersupplier, trustee, employee or consultant. During the Restricted Period, no Individual Seller shall, directly or indirectly, hire or solicit any employee of the Buyer or the Company or encourage, in any way, any such employee to leave such employment. For purposes of this Section 6.5, "Company" shall mean and include the Company and the California Subsidiary. The Individual Sellers hereto acknowledge that any breach or threatened breach of any of the covenants contained herein would cause irreparable harm to the Buyer and that money damages would not, alone, provide an adequate remedy to the Buyer. The Buyer shall have all of the rights and remedies available under law, or in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent contractorof the other and severally enforceable including, consultantbut not limited to, joint venturerthe right to have such covenants enforced by any court of competent jurisdiction including, investorbut not limited to, licensorthrough temporary injunctive relief, lender temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or provision of any bond or other security, which requirements being hereby expressly waived by the Individual Sellers, and the right to require any Individual Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or received by such violating party as a result of any breach of such covenant. No Individual Seller who is a violating party shall raise as a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. Each of the Individual Sellers acknowledges and agrees that the covenants set forth herein are reasonable in duration and scope and in all other respects. If any court determines that any such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the covenants contained herein are unenforceable, because of the duration or scope of such provision, such court is requested to reduce the duration or scope of such provision, as the case may be, so that, in its reduced form, such provisions shall then be enforceable. The Individual Sellers intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any other capacity whatsoeverway affect, alone, or the right of the Company to the relief provided above in association with the courts of any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in jurisdiction within the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States as to breaches of such covenant in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and in independent covenants. Nothing contained herein shall preclude any other area where the Company is doing business or into which the Board has, to the knowledge party hereto from owning less than 1% of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares issued and outstanding capital stock of any corporation whose shares are publicly traded listed for trading on a national securities exchange the New York Stock Exchange, American Stock Exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsNASDAQ National Market.

Non-Competition. (a) In view Employee acknowledges that during the course of Employee’s employment with the unique Company, its subsidiaries, and valuable services expected to be rendered by Executive to affiliates, Employee will become familiar with the Fairway Group, ExecutiveCompany’s knowledge of the trade secrets and other proprietary information relating to Confidential Information, that Employee will represent, embody, and benefit from the business goodwill of the Fairway Group and Company in consideration of the compensation to be received hereunderEmployee’s dealings with others, and Executivethat Employee’s ownership interest in services will be of special, unique, and extraordinary value to the Company, Executive and, therefore, and as a further material inducement for the Company to continue to employ Employee, Employee agrees that during the period of his employment by the Company and the greater of (i) one year following his Employee’s employment with the Company and for the twelve (12) month period following the end of Employee’s employment (regardless of whether Employee resigns or (iiis terminated, or the reason for any such resignation or termination) the Severance Period (the “Non-Competition Restricted Period”), Executive Employee shall not, whether for compensation without the express written approval from the board of directors of the Company in the case of the CEO, or without compensationthe CEO in the case of any other officer of the Company, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender : (i) own any equity or other ownership interest in any other capacity whatsoeverCompeting Business (as defined below), alone(ii) manage, operate, finance, or control a Competing Business, (iii) serve in association with any other persona similar role or function as that which Employee performed for the Company for the twenty-four (24) months immediately preceding Employee’s resignation or termination from the Company (whether prior to the execution of this Agreement or after the execution of this Agreement) for a Competing Business or (iv) engage in duties for, carry onconsult with, be engaged or take part inadvise, or render provide services (other than services which are generally offered or products to third parties) or provide advice toa Competing Business; provided, ownhowever, share that nothing in this Agreement shall preclude Employee from investing Employee’s personal assets in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares Competing Business if such securities are publicly traded on a #1201222v2 national securities stock exchange or in the over-the-counter market shall and if such investment does not result in Employee beneficially owning, at any time, more than two percent (2%) of itself constitute a breach hereundersuch Competing Business. In additionAs used in this Agreement, Executive shall not, directly or indirectly, during “Competing Business” means any business that is engaged in direct competition with the Non-Competition Period, except in the good faith performance of his duties Company for the Fairway Groupprovision of services, request technology, and solutions to the oil and gas industry that are the same or cause substantially similar to those then being provided by the Company; provided that Employee shall be restricted from engaging in any suppliers or customers with whom of the Fairway Group has a foregoing activities only to the extent reasonably necessary to protect the legitimate business relationship to cancel or terminate any such business interests of the Company Entities, including customer goodwill, trade secrets, other Confidential Information, and the Company Entities’ relationship with any member of the Fairway Group or solicitcustomers, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofclients, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentsinvestors.

Non-Competition. (a) In view The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, hereby acknowledges that the Company is familiar with trade secrets with respect to the conduct and operation of the unique Business and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge with other Confidential Information of the trade secrets Buyer. The Company, on its behalf and on behalf of its Subsidiaries and other proprietary information relating to Affiliates, acknowledges and agrees that the business of the Fairway Group and in consideration of the compensation to Business would be received hereunder, and Executive’s ownership interest in irreparably damaged if the Company, Executive agrees its Subsidiaries and/or its other Affiliates were to provide services, including manufacturing, testing, developing, distributing, marketing, using, selling, supplying or otherwise dealing with any products that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensationcompete, directly or indirectly, with the Business and that any such competition by the Company, its Subsidiaries or any of their respective Affiliates would result in a significant loss of goodwill related to the Business. The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, further acknowledges and agrees that the covenants and agreements set forth in this Section 4.5 are a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, and that the Buyer would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if the Company, its Subsidiaries and/or its other Affiliates breached the provisions of this Section 4.5. Therefore, the Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, agree, in further consideration of the amounts to be paid hereunder for the Transferred Assets sold by the Company, its Subsidiaries and their respective Affiliates, that neither the Company nor any of its Subsidiaries shall (and shall cause their respective Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an ownerofficer, principaldirector, employee, partner, memberagent, shareholderrepresentative or otherwise), independent contractorconsult with, consultantrender services for, joint venturer, investor, licensor, lender or in any other capacity whatsoevermanner engage anywhere in any business which manufactures, alonetests, or in association with any other persondevelops, carry ondistributes, be engaged or take part inmarkets, or render services (other than services which are generally offered to third parties) or provide advice touses, ownsells, share in the earnings of, invest in the stocks, bonds or other securities ofsupplies, or otherwise become financially interested in, deals with any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall notproducts that compete, directly or indirectly, during the Non-Competition Period, except with (i) in the good faith performance case of his duties any Indocin Product, for a period of time from the Fairway GroupClosing Date until the expiration of eighteen (18) calendar months following the Closing Date and (ii) in the case of any other nonsteroidal anti-inflammatory Product, request or cause any suppliers or customers with whom for a period of time from the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member Closing Date until the first (1st) anniversary of the Fairway Group Closing Date; provided, that nothing herein shall prohibit the Company or solicit, interfere with, entice any of its Subsidiaries or other Affiliates from or hire from any member being a passive owner of not more than two percent (2%) of the Fairway Group any employee outstanding securities of any member class of the Fairway Group. Notwithstanding the foregoing, the provisions a company or business which is publicly traded so long as none of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than such Persons has any active participation in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice business of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentscompany or business.

Non-Competition. During the term of this Agreement and for a period of six (6) months following the termination of this Agreement, Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) In view be engaged in any business which develops software or manufactures or sells hardware for use in the specialty retail, restaurant, supermarket or convenience store sectors of the unique and valuable POS market (A) in any part of the world in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services expected hereunder, (B) if the territorial restriction in the preceding clause is deemed to be rendered too broad, then the areas shall be the countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (C) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the United States in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (E) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be any states in which the services performed by the Executive for the Company are directly related to the Fairway Groupproducts and services provided by the Company to its customers in such states, Executive’s knowledge of or (F) if the trade secrets and other proprietary information relating to territorial restriction in the business of the Fairway Group and in consideration of the compensation preceding clause is deemed to be received hereundertoo broad, then the area shall be the states of New York and Executive’s ownership interest any other state in which the Executive actually performed services for the Company during the Employment Period; or (b) attempt to recruit any employee of the Company, Executive agrees that during the period of assist in their hiring by any other Person, or encourage any employee to terminate his employment by the Company and the greater of (i) one year following his or her employment with the Company Company; or (iic) encourage any customer of the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association Company to conduct with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, person any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into activity which such customer conducts or could conduct with the Board hasCompany. For purpose of this Section 7, the term "Company" shall include any person controlling under common control with or controlled by, the Company, provided, however, that with respect to the knowledge Tridex Corporation and any subsidiary of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoingTridex Corporation, the provisions of this Section 9 7 shall not cease and be violated by of no force and effect six (x6) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If months after the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice no longer a subsidiary of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance PaymentsTridex.

Non-Competition. (a) In view Until the completion of the unique and valuable services expected to be rendered by Executive to Earn-Out Period (such period as herein adjusted, the Fairway Group"Non Competition Period"), Executive’s knowledge neither Seller nor any Shareholder, nor any affiliate of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunderforegoing, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of shall (i) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, engage in, have any interest in or engage in any transaction with, any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an owneremployee, principalofficer, partnerdirector, memberpartner agent, shareholdersecurity holder, independent contractorcreditor, consultantconsultant or otherwise) that directly or indirectly engages in the Business in the United States; provided, joint venturerhowever, investor, licensor, lender that nothing contained herein shall be deemed to prevent or in any other capacity whatsoever, alonerestrict Seller or Shareholder, or in association with any other persontheir affiliates, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of from owning up to one percent (1%) % of the shares of any class of capital stock of any corporation whose shares are publicly traded listed on a national securities exchange or are regularly traded in the over-the-counter market shall so long as neither Seller nor Shareholder do not actively participate or engage in the conduct of itself constitute a breach hereunder. In additionthe business of any such other corporation, Executive shall not, and (ii) directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a solicit business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member person or entity that was a customer of Seller at any time prior to the Fairway Group any employee of any member of the Fairway GroupClosing Date. Notwithstanding the foregoing, in the event that the (a) aggregate Earn-Out Payments shall equal the Maximum Amount prior to the expiration of the Earn-Out Period, the Non Competition Period shall end on the date one (1) year following the date on which the Seller shall receive the Maximum Amount (after giving effect to all prior Earn-Out Payments) or (b) Seller shall terminate its right to any Earn-Out Payments, the Non Competition Period shall end on the date one year following such termination. Seller and Shareholder each acknowledges that the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof6.7, and such breach the period of time, geographic area and scope and type of restrictions on its activities set forth herein, are reasonable and necessary for the protection of Buyer and are an essential inducement to Buyer's entering into the transaction documents to which it is not cured within thirty (30) days after written notice of such breach is provided to a party and consummating the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentstransactions contemplated thereby.

Non-Competition. (a) In view Grantee acknowledges and recognizes the highly competitive nature of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group Company and in consideration of the compensation unique access to be received hereunderthe Company’s confidential business, personnel, and Executivecustomer and patient information that Grantee receives solely as a result of Grantee’s ownership interest in employment with the Company, Executive and accordingly agrees that during while Grantee is an Employee, and for the 12 month period following termination of his employment by the Company and the greater of such relationship for any reason (iwhether voluntary or involuntary) one year following his employment with the Company or (ii) the Severance Period (the “Non-Competition Restricted Period”), Executive Grantee shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholderemployee, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoevercapacity, aloneprepare to provide or provide any of the same or similar services that Grantee performed during his/her employment with or service to the Company for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) anywhere in association the United States that competes in any way with the area of business of the Company, or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the above, preparing to provide any of the same or similar services includes, but is not limited to, planning with any other personPerson on how best to compete with the Company or any of its subsidiaries or affiliates, carry onor discussing the Company’s, be engaged or take part any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. Grantee further agrees that during the Restricted Period, Grantee shall not own, manage, control, operate, invest in, acquire an interest in, or render services otherwise engage in, act for, or act on behalf of any Person (other than services the Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with or engagement by the Company where such activity is competitive with the activities carried on by the Company or any of its subsidiaries or affiliates. Grantee acknowledges that during the Restricted Period, Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its subsidiaries or affiliates that are different from and in addition to the areas in which are generally offered to third parties) or provide advice toGrantee primarily works for the Company (the “Additional Protected Areas of Business”). As a result, Grantee agrees he/she shall not own, share in the earnings ofmanage, control, operate, invest in the stocksin, bonds or other securities ofacquire an interest in, or otherwise become financially interested inact for, act on behalf, or provide the same or similar services to, any entity primarily engaged Person that engages in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge Additional Protected Areas of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway GroupBusiness. Notwithstanding the foregoing, nothing in this Section 11(a) prohibits Grantee from passively owning not in excess of 2% in the aggregate of any company’s stock or other ownership interests that are publicly traded on any national or regional stock exchange. Grantee acknowledges and agrees that the geographical limitations and duration of this covenant not to compete are reasonable and appropriate, it being understood that the business of the Company can be, and is, practiced throughout the United States, and that the restrictions set forth herein will not impose any undue hardship on Grantee. To the extent that the provisions of this Section 9 11(a) conflict with any other agreement signed by Grantee relating to non-competition, the provisions that are most protective of the Company’s, and any of its subsidiaries’ or affiliates’, interests shall govern. This Section 11(a) (Non-competition) and the rights and obligations of Company hereunder may be assigned by Company and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of Company’s successors in interest. This Section 11(a) (Non-competition) and the rights and obligations of Grantee hereunder may not be violated assigned by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) ExecutiveGrantee, but are binding upon Grantee’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofheirs, administrators, executors, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Paymentspersonal representatives.]

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive Each Shareholder agrees that during the period of his employment by the Company and the greater of (i) one year following his employment with the Company Noncompete Period, he, she or (ii) the Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive it shall not, directly or indirectly, during the Non-Competition Period(i) enter into, except engage in, consult, manage or otherwise participate in the good faith performance operation of his duties for any business which competes with the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member businesses of the Fairway Group or Companies as conducted during any portion of the Xxxx Ownership Period through the Closing Date (the “Current Businesses”) within the Restricted Territory; (ii) solicit, interfere divert, entice or otherwise take away any customers, prospective customers, business, cooperative associations, patronage or orders of the Companies with respect to the Current Businesses, or attempt to do so; (iii) solicit orders for, broker, or sell, any coal or other products or services offered or sold by the Companies in connection with the Current Businesses in competition with, entice or for any business that competes with, the Current Businesses within the Restricted Territory; or (iv) promote or assist, financially, by providing introductions or making marketing efforts for, or otherwise, any Person engaged in any business which competes with the Current Businesses within the Restricted Territory. Nothing contained in this Section 6.7 shall prohibit (A) any Shareholder from acquiring or hire from holding at any member one time a passive investment of less than two percent of the Fairway Group any employee outstanding shares of capital stock of any member publicly traded corporation that may compete with the Companies within the Restricted Territory, (B) the continuation of the Fairway Group. Notwithstanding surface and current mineral leasing businesses of Xxxx Energy, LLC (including with respect to the foregoingLease Agreements and any other agreement between Xxxx Energy, LLC and Buyer, NACoal or their respective Affiliates, successors or assigns) and the provisions fuel and lube sales and distribution business of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereofXxxxx Oil Co., Inc., and such breach is not cured within thirty (30) days after written notice the ownership, operation and disposition thereof by one or more of the Shareholders, in each case only to the extent that the business of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive companies does not comply compete with the Current Businesses, including by not leasing, optioning, purchasing or otherwise controlling surface or mineral interests in all material respects with his obligations lands on or under this Section 9 which the Companies intend to conduct mining-related activities within five (other than 5) years in the circumstances described in Xxxxxx County, Alabama, Jefferson County, Alabama or Tuscaloosa County, Alabama, (C) subject to the immediately preceding sentenceclause (B), then notwithstanding anything herein the employment of the Beneficiaries by Xxxx Energy, LLC or Xxxxx Oil Co., Inc., (D) the execution, delivery and performance of the Consulting Agreement, (E) any Beneficiary from being a consultant to Xxxxxx Xxxxxxxx solely with respect to blasting litigation expertise, or (F) any Shareholder from entering into, engaging in, consulting, managing or otherwise participating in the contraryoperation of any business that serves solely as an equipment vendor, including to companies in the coal mining industry. Notwithstanding Section 6.7(a)(B), if the Shareholders desire to lease, option, purchase or control any such surface or mineral interests in such lands, the Company Shareholders’ Representative may request in writing to Buyer such desire and, in the event that Buyer does not intend to conduct mining-related activities on or under such lands within five (5) years of Shareholders’ written request, Buyer shall not be obligated to pay Executive any remaining portion of the Severance Paymentsprevent Shareholders from leasing, optioning, purchasing or controlling such lands.