Common use of Non-Competition Clause in Contracts

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmenteighteen (18) consecutive months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentsix (6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition to (a) During the right Term of this Agreement and one (1) year thereafter (except in the Executive to receive severance payments hereunderevent that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatEmployee shall not, without the written consent of the BoardCompany, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Executive will notBusiness conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time for a period during the Term of two years following termination this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of employmentEmployee or any other person or entity, acting alone the services, retention or in conjunction with othersemployment of any person who has been an employee, directly or indirectly (i) engage (either as owner, investorprincipal, partner, stockholder, employersales representative, employeetrainee, consultant, advisor, consultant to or director) in any business in which he has been directly engaged on behalf agent of the Company or any affiliate, or has supervised as an executive thereof, during within one year of the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time date of such terminationoffer or solicitation. Notwithstanding any provisions in this Section 7, in the geographic area of New York, New Jersey, Pennsylvania, (1) this Section 7 shall not prohibit Employee from purchasing or Delaware; owning up to five percent (ii5%) induce any customers of the Company outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during civic activities and within the scope of his employment make passive investments which are non-competitive and non-conflicting with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Company’s Business.

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentthereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition (i) In order to the right of the Executive induce LSAI and LSI to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with this Agreement and the Company agreeing that Employment Agreement attached hereto as Exhibit A, HLI and Xxxxxxxx covenants and agrees that, without the written consent of the Board, the Executive will not, at any time for a period of two three (3) years following termination from Closing, each of employmentHLI and Xxxxxxxx shall not, acting alone and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in conjunction any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement within any county in any state in which HLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) to directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisorcanvass or otherwise contact or accept any business or transaction from any present or former customer of HLI, or director) in take any business in action which he has been directly engaged on behalf shall cause the termination or curtailment of the Company business relationship between HLI or LSAI or LSI and/or its successor or successors and any affiliateof their present, future or former customers, including without limitation those customers constituting in whole or in part the HLI Assets relating to a Competitive Business, and (D) to directly or indirectly, without the prior written consent of LSAI and LSI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or has supervised as at any time during such period shall be, an executive thereofemployee of LSAI, during the last two years prior to such terminationLSI or its subsidiary, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts respective successors, to terminate or relationships, directly refrain from renewing or indirectly, during and within the scope of extending his or her employment with the Company LSAI or LSI or its subsidiary, or any of its affiliatesrespective successors, except this clause shall not apply to curtail or cancel their business with the Company or any such affiliate; (iii) induceemployee whose employment shall have been terminated by LSAI, LSI or attempt its subsidiary. This covenant and agreement is included herein in order to influence, any employee protect the value of the Company or any of its affiliates HLI Assets being acquired by LSAI and LSI pursuant to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in this Agreement and to assure that LSAI and LSI shall have the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee full benefit of the Company or any affiliate; provided, however, that activities engaged in by or on behalf value of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)HLI Assets.

Non-Competition. As a condition (a) The Executive agrees and acknowledges that, in connection with his employment with the Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the right of the Company. The Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that further acknowledges and agrees that, without given the written consent nature of the Boardthis information and trade secrets, the Executive will notit is likely that such information and trade secrets would inevitably be used or revealed, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within in any subsequent employment with a competitor of the scope Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company or any pursuant to this Agreement, and other good and valuable consideration, the receipt of its affiliateswhich is hereby acknowledged, to curtail or cancel their business with the Company or any such affiliate; (iii) induceExecutive agrees that, or attempt to influence, any employee while he is in the employ of the Company or and for a one (1) year period after the effective date of termination of his employment for any of its affiliates to terminate employment; or (iv) solicitreason, hire or retain as an employee or independent contractorhe shall not, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by either on his own behalf or on behalf of any third party, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant, or otherwise with, or use or permit his name to be used in connection with, any business or enterprise engaged directly or indirectly in competition with any business conducted or contemplated by the Company are not restricted at any time during the twelve (12) month period leading up to the termination and any other business engaged in or contemplated by this covenant. The provisions of subparagraphs the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (i), (ii), (iii), and (iv12) above shall be separate and distinct commitments independent of each month period leading up to the termination of the other subparagraphsExecutive’s employment (the “Business”). It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this noncompetition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one two percent (2%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on a securities exchange or regularly traded in registered pursuant to the over-the-counter market shall notSecurities Exchange Act of 1934, of itself, be deemed inconsistent with clause (i) of this Section 11(a)as amended.

Non-Competition. As a condition (a) For and in consideration of the compensation to be paid by the Company pursuant to the right terms hereof, and in recognition of the Executive fact that the Employee has and will perform valuable services to receive severance payments hereunderthe Company, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing Employee covenants and agrees that that, without the written consent of the Board, the Executive he will not, at any time during the Employment Term, and for a period of two years following termination eighteen (18) months thereafter (which will be extended by the duration of employmentany period of time which a court of competent jurisdiction determines, acting alone whether on a preliminary or in conjunction with othersfinal basis, that a breach of this Section 8 has actually or likely occurred), directly or indirectly (i) engage (either indirectly, as owneran employee, investoremployer, consultant, agent, principal, partner, manager, stockholder, employerofficer, employee, consultant, advisordirector, or director) in any other individual or representative capacity engage or participate in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services which he has been directly engaged on behalf of the Company are in competition with products or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or services which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive subsidiaries produces, sells, manufactures, markets, distributes or has had contacts interest in, in any state or relationships, directly or indirectly, during and within the scope of his employment with foreign country in which the Company or any of its affiliatessubsidiaries then conducts business or reasonably has plans to conduct business. The Employee agrees to place all subsequent employers on notice of the terms and conditions stated in this Section 8. The Employee further agrees that during the Employment Term and for a period of twenty-four (24) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach of this Section 8 has actually or likely occurred), the Employee shall not, directly or indirectly, induce, attempt to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influenceaid others in inducing, any then-current employee of the Company or anyone who was employed or otherwise engaged by the Company at any time during the twelve (12) months preceding such inducement to accept employment or affiliation with another person or entity engaging in such business or activity of its affiliates which the Employee is an employee, owner, partner or consultant. The Employee shall not for a period of twenty-four (24) months after the termination of the Employment Term (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach has actually or likely occurred) solicit any Customer to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, do business with any person who during or entity (other than the previous 12 months was an employee of Company) that is competing with the Company Company's products or any affiliate; provided, however, that activities engaged in by to reduce or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-end its relationship with the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).

Non-Competition. As At all times while the Executive is employed by the Company and for a condition to six (6) month period after the right termination of the Executive to receive severance payments hereunderExecutive's employment with the Company for any reason, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any of subsequent location Company may conduct business from where the Company markets and sells its affiliatesproducts or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to curtail or cancel their business be in competition with the Company or any Company); provided that such affiliate; (iii) induce, or attempt provision shall not apply to influence, any employee the Executive's ownership of Common Stock of the Company or any of its affiliates to terminate employment; or (iv) solicitthe acquisition by the Executive, hire or retain solely as an employee or independent contractorinvestment, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on a any United States national securities exchange or regularly traded 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 over-the-counter market Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (50) mile radius contained above shall notnot be applicable, and Executive shall be prohibited from such ownership and/or activity regardless of itself, be deemed inconsistent with clause (i) the geographical location of this Section 11(a)such other business.

Non-Competition. As a condition to During the right term of the Executive to receive severance payments Employee's employment hereunder and for the Designated Period (as defined below) after termination of the Employee's employment hereunder, the Executive mustEmployee will not (a) anywhere in the world, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersengage, directly or indirectly indirectly, alone or as a shareholder (iother than as a holder of less than two percent (2%) engage (either as owner, investorof the common stock of any publicly traded corporation), partner, stockholderofficer, employerdirector, employee, consultant, consultant or advisor, or director) otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business in which he has been directly engaged on behalf that is the same or substantially identical business of any of the Company or any affiliateCompanies, or is directly competitive with, any business activity that any of the Companies is conducting at the time of the Employee's termination or has supervised as an executive thereofnotified the Employee that it proposes to conduct and for which any of the Companies have, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in expended substantial resources (the geographic area "Designated Industry"), (b) divert to any competitor of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or Companies any customer of any of its affiliates with whom the Executive has had contacts or relationshipsCompanies, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iiic) induce, or attempt to influence, solicit any employee of the Company or any of the Companies (other than by a general advertisement not directed at the employees of any of the Companies) to leave its affiliates to terminate employ for alternative employment; , or (ivd) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, offer employment to any person who during the previous 12 months was an employee of any of the Company Companies, or any affiliate; provided, however, that activities engaged in by or on behalf person to whom the Employee actually knows any of the Company are not restricted by this covenant. The provisions of subparagraphs (i)Companies has offered employment, (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each in either case within 180 days prior to the date of the other subparagraphsEmployee's termination. It is agreed that For purposes hereof, the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market term "Designated Period" shall not, of itself, be deemed inconsistent with clause mean (i) in all cases other than as set forth in clause (ii) below, two (2) years and (ii) in the case the Employee's employment is terminated pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder, one (1) year. The Employee acknowledges that the provisions of this Section 11(a)9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this Section 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmenteighteen (18) months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition (a) Until such date as there is no Stockholder Designee then serving on the Board pursuant to the right of the Executive to receive severance payments hereunderthis Agreement, the Executive must, upon termination of his or her employment, enter into a binding agreement with Stockholders and the Management Company agreeing that that, without the written consent of the Board, the Executive will shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsand shall cause their respective controlled Affiliates not to, directly or indirectly, during acquire, hold or otherwise invest in or Beneficially Own any of the companies set forth on Schedule 4.4 (each such company and within its successors and assigns (by reason of merger, consolidation, spin-off or split-off, or sale of all or substantially all of the scope assets or similar transaction or series of his employment related transactions), a “Competitor”). Notwithstanding anything to the contrary in this Section 4.4(a), it shall not be a violation of this Section 4.4(a), and the Stockholders and the Management Company and their respective controlled Affiliates shall not be prohibited in any manner from, directly or indirectly, acquiring, holding or otherwise investing in or Beneficially Owning (or causing any of their respective controlled Affiliates to, directly or indirectly, acquire, hold or otherwise invest in or Beneficially Own) (i) any securities or assets of any Person through any employee benefit plan or pension plan, (ii) securities of any Competitor having less than 5% of the outstanding voting power of such Person, so long as neither the Management Company, the Stockholders nor any of their respective controlled Affiliates control such Competitor, or (iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the business conducted by the Company and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, not collectively, to each city, county, state and country of any geographic area in which the Company or any Company Subsidiary conducts its business as of its affiliatesthe date hereof and shall be severable as to each such city, to curtail or cancel their business with the Company or county, state and country of any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphsgeographic area. It is agreed the desire and intent of the parties hereto that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) provisions of this Section 11(a)4.4(a) shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or in part, of the Stockholders and the Management Company (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in this Section 4.4, the right of ACP to designate Stockholder Designees pursuant to Section 3.1 shall be terminated permanently.

Non-Competition. As a condition In view of the unique and valuable services it is expected the Employee will render to the right Company, the Employee's knowledge of the Executive customers, trade secrets, and other proprietary information relating to receive severance payments hereunderthe business of the Company and its customers and suppliers, and similar knowledge regarding the Company it is expected the Employee will obtain, the Executive must, upon termination of his or her employment, enter into a binding agreement with Employee agrees that during the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time Employment Period and for a period of two years following termination of employmentone (1) year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisorhe will not compete with, or director) be engaged in any the same business in which he has been directly engaged on behalf of as, the Company with respect to any product or any affiliateservice sold, or has supervised as an executive thereofactivity engaged in, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate in any geographical area which, at the time of Transition Date, such termination, in the geographic area of New York, New Jersey, Pennsylvaniaproduct or service is sold, or Delaware; (ii) induce any customers of activity is engaged in, by the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateCompany; provided, however, that activities engaged the provisions of this Section 4 shall not be interpreted to preclude the Employee, at any time and from time to time, from (a) Participating in any other person or organization if approved by or on behalf a majority of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each Directors of the other subparagraphs. It is agreed that Company; or (b) to the ownership of extent otherwise prohibited hereby, owning not more than one five percent (5%) of the equity securities outstanding capital stock of any company having securities listed publicly-traded person; or (c) owning interests in certain persons, which interests are owned by the Employee on the date hereof. The terms "Participate In" and "Participating In" shall mean: "directly or indirectly, for his own benefit, or for, with, or through any other person, own or owning, manage or managing, operate or operating, control or controlling, loaning money to or lending money to, or participate in or participating in, as the case may be, the ownership, management, operation, or control of, or be connected or being connected, as the case may be, as a securities exchange director, officer, employee, partner, consultant, agent, independent contractor, or regularly traded otherwise, with or acquiesce or acquiescing, as the case may be, in the over-the-counter market shall not, use of itself, be deemed inconsistent with clause (i) of this Section 11(a)his name in.

Non-Competition. As a condition (a) In order to induce AMS to enter into this --------------- Agreement, each of Xxxxx Xxxxx and Xxxxx Xxxxx covenants and agrees that from the right of the Executive to receive severance payments hereunderClosing until January 1, the Executive must2001, upon termination he or she shall not, and shall not permit any of his or her employmentAffiliates, enter into a binding agreement with the Company agreeing that that(i) to engage in any business similar to, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction any way competitive with, that carried on by CII as constituted on the date of this Agreement within any county in any state in which CII is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersAMS or its Affiliates), (ii) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisorcanvass or otherwise contact or accept any business or transaction from any present or former customers or distributors of CII, or director) in take any business in action which he has been directly engaged on behalf shall cause the termination or curtailment of the Company business relationship between CII (and/or its successor or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (iisuccessors) induce any customers of the Company or and any of its affiliates with whom the Executive has had contacts present or relationshipsformer customers or distributors relating to a Competitive Business, (iv) directly or indirectly, during and within without the scope prior written consent of his employment with AMS, solicit, entice, raid, persuade or induce any individual who as of the Company or any date of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) inducethis Agreement is, or attempt to influenceat any time during such period shall be, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractorcontractor of AMS or CII or their Affiliates, or assist any third party in the solicitationof their respective successors, hireto terminate or refrain from renewing or extending his or her employment or independent contractor status with AMS, CII or their Affiliates, or retention as an employee or independent contractor, any person who during of their respective successors. This covenant and agreement is included herein in order to protect the previous 12 months was an employee value of the Company or any affiliate; provided, however, business of CII being acquired by AMS pursuant to this Agreement and to assure that activities engaged in by or on behalf AMS and CII shall have the full benefit of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)value thereof.

Non-Competition. As a condition to the right of the (a) Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing hereby agrees that that, without the written consent of the Board, the Executive will not, at any time for a period of two years six months following termination of employmentthe Termination Date, acting alone or in conjunction with othershe will not, directly or indirectly (i) engage (either indirectly, in any way, whether as ownerprincipal or as director, investor, partner, stockholder, employerofficer, employee, consultant, advisoragent, partner or stockholder to another entity (other than by the ownership of a passive investment interest of not more than 5% in a company with publicly traded equity securities): (i) own, manage, operate, control, be employed by, participate in, or director) be connected in any manner with the ownership, management, operation or control of any business competing with any business of Company in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, participated during the last two years prior to such termination, or which was engaged in or planned by immediately preceding the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or DelawareTermination Date; (ii) induce any customers participate in communications, negotiations or bids with regards to the purchase of the Company’s fixed cellular phone business; or (iii) interfere with, solicit on behalf of another or attempt to entice away from Company (or any affiliate or subsidiary of its affiliates Company) (x) any project, financing or customer that Company (or any affiliate or subsidiary of Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by Company (or any affiliate or subsidiary of Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that Company (or any affiliate or subsidiary of Company) is actively negotiating with whom any other party, or (z) any prospective business opportunity that Company (or any affiliate or subsidiary of Company) has identified. The Company hereby agrees that employment by Executive in a role which is limited to mobile handset distribution activities in the United States would not in and of itself be deemed a violation of this Section 7, as long as Executive has had contacts (A) refrains from any oversight or relationshipsadvisory services with regard to distribution of fixed wireless terminal or phone products outside the United States and (B) complies with Section 7(a)(ii). Executive hereby further agrees that for a period of one year following the Termination Date, he will not, directly or indirectly, during and within the scope of his employment with the Company in any way, whether as principal or any of its affiliatesas director, officer, employee, consultant, agent, partner or stockholder to curtail or cancel their business with the Company or any such affiliate; another entity (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in other than by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of a passive investment interest of not more than one percent of 5% in a company with publicly traded equity securities), for himself or another, hire, attempt to hire, or assist in or facilitate in any way the equity securities hiring of any company having securities listed on a securities exchange employee of Company (or regularly traded in any affiliate or subsidiary of Company), or any employee of any person, firm or other entity, the over-the-counter market shall not, employees of itself, be deemed inconsistent with clause which Company (ior any affiliate or subsidiary of Company) of this Section 11(a)has agreed not to hire or endeavor to hire.

Non-Competition. As a condition to the right of the (a) Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that agrees that, without during the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of is employed by the Company or any affiliatesubsidiary or affiliate of the Company, under this Agreement or otherwise, he will not engage in, or has supervised as an executive thereof, during the last two years prior to such terminationotherwise directly or indirectly be employed by, or which was engaged in act as a consultant, advisor or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvanialender to, or Delaware; (ii) induce be a director, officer, employee, stockholder, owner or partner of, any customers of the Company other business or any of its affiliates with whom the Executive has had contacts organization, whether or relationships, directly not such business or indirectly, during and within the scope of his employment organization now is or shall then be competing with the Company or any parent, subsidiary or affiliate of its affiliatesthe Company; provided, however, that Executive shall not be prohibited either from managing his own personal investments on his own personal time or from serving on up to curtail three outside boards of directors or cancel their advisory boards, so long as such activities do not (i) involve a business or organization which competes with the Company or any such affiliate; (iii) induce, subsidiary or attempt to influence, any employee affiliate of the Company Company, (ii) interfere or any conflict with the performance of its affiliates to terminate employment; or (iv) solicit, hire or retain his duties as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatesubsidiary or affiliate of the Company, (iii) otherwise result in a breach of any of the provisions of this Agreement; or (iv) in the case of serving as a director or advisory board member of other companies, such activities for all such companies do not require, in the aggregate, more than 15 days per year, including travel time. Executive further agrees that (y) if his employment with the Company is terminated by the Company pursuant to Paragraphs 8(a) or 8(b)(i) hereof, or (z) if he terminates this Agreement pursuant to Paragraph 8(c) hereof or resigns or otherwise fails or refuses to perform the services required of him under this Agreement other than as a result of a breach of this Agreement by the Company (which breach is not cured within 30 days after receiving notice thereof), then during the two-year period commencing on the date he ceases to be employed by any of the Company or any subsidiary or affiliate of the Company, under this Agreement or otherwise, Executive shall not directly or indirectly compete with or be engaged in the same business as the Company or any subsidiary or affiliate of the Company, or be employed by, or act as consultant, advisor or lender to, or be a director, officer, employee, stockholder, owner or partner of, any business or organization which, at the time of such cessation, directly or indirectly competes with or is engaged in the same business as Company or any subsidiary or affiliate of the Company; provided, however, that activities engaged in by or on behalf of if Executive's employment with the Company are not restricted by is terminated pursuant to Paragraphs 8(a), 8(b)(i)(A) or 8(c) hereof, Executive's obligations pursuant to this covenant. The sentence shall continue only so long as the Company pays Executive compensation at the same rate compensation was being paid to him pursuant to Paragraph 4 of this Agreement at the time of such termination (subject, in the case of termination pursuant to Paragraphs 8(a) or 8(c) hereof, to the provisions of subparagraphs (i)Paragraphs 8(e) and 8(f) hereof.) Notwithstanding anything contained herein to the contrary, (ii), (iii), and (ivthe provisions of this Paragraph 10(a) above shall will not be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of deemed breached merely because Executive owns not more than one percent 1% of the equity securities outstanding common stock of any company having securities a corporation if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market shall by a member of a national securities exchange. (b) Executive agrees that for a period of three years from the termination of this Agreement he will not, directly or indirectly, employ or solicit the employment or engagement by others of itselfany employees of, or consultants hired by, the Company, or any subsidiary or affiliate of the Company, without the prior written consent of the Company. (c) The obligations of Executive pursuant to this Paragraph 10 shall survive the termination of this Agreement. 11. EQUITABLE RELIEF Executive acknowledges that the restrictions contained in Paragraphs 9 and 10 of this Agreement are reasonable in view of the nature of the business in which the Company is engaged and the knowledge he will obtain concerning the Company's business (and the business of any subsidiary or affiliate of the Company), and that any breach of his obligations under Paragraphs 9 and 10 hereof will cause the Company irreparable harm for which the Company will have no adequate remedy at law. As a result, the Company shall be entitled 61 7 to the issuance by a court of competent jurisdiction of an injunction, restraining order or other equitable relief in favor of itself restraining Executive from committing or continuing any such violation, and Executive consents to such an injunction, restraining order or other equitable relief. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not be deemed inconsistent with clause (i) a waiver of any right to assert any other remedy the Company may have under this Section 11(a)Agreement or otherwise at law or in equity. 12.

Non-Competition. As a condition Each Founder hereby covenants and undertakes that he shall devote one hundred percent (100%) of his working time and attention to the right business of the Executive Group Companies, and use his best efforts to receive severance payments hereunderdevelop the business and care for the interests of the Group Companies, until the Executive mustfirst anniversary of the Company’s IPO unless otherwise approved by the Majority Preferred Holders, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatand shall not, without the prior written consent of the BoardMajority Preferred Holders, the Executive will noteither on his own account or through any of his Affiliates, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersor on behalf of any other Person, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipspossess, directly or indirectly, during the power to direct or cause the direction of the management and within business operation of any entity that may compete with any Group Company whether (A) through the scope ownership of his employment with any equity interest in such entity, or (B) by occupying half or more of the Company board seats of the entity; or (C) by contract, agreements or otherwise; or (ii) devote time to carry out the business operation of any of its affiliates, to curtail other entity or cancel their business with the Company serve as an officer or employee in any such affiliateother entity; or (iii) induceserve as a director or consultant in any other entity, or attempt to influence, any employee unless (A) such Founder promptly informs all the Investors of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party his role in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii)such entity, and (ivB) above shall be separate such Founder acts in good faith to ensure his role in such entity would not cause material adverse effect to the Group Companies. Each Founder hereby further covenants and distinct commitments independent undertakes that, except for purchase of each publicly traded securities up to 1% of the other subparagraphs. It is agreed that total shares of a listed company on a public capital market, unless conducted through the ownership of not more than one percent Group Companies or upon the prior written consent of the Majority Preferred Holders, during the greater of (i) the period when such Founder holds any office with any Group Company; and (ii) the period when such Founder holds any direct or indirect equity securities interest in any Group Company, and for a further period of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market twenty four (24) months thereafter, such Founder shall not, of itselfdirectly or indirectly through any Affiliate or associate, own, manage, be deemed inconsistent engaged in, operate, Control, or work for any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with clause (i) of this Section 11(a)the Principal Business.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, the Executive will not, at any time during the Term and for a period of two years following termination of employmentExecutive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he she has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the any geographic area of New York, New Jersey, Pennsylvania, in which such business was conducted or Delawareplanned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a10(a).

Non-Competition. As a condition to a. Executive acknowledges and recognizes the right highly competitive nature of the Executive to receive severance payments hereunderbusinesses of the Company and its affiliates and accordingly agrees, effective as of the Executive must, upon termination date of his or her employment, enter into a binding agreement Executive’s commencement of employment with the Company agreeing that thatCompany, without the Company’s prior written consent of the Boardconsent, the Executive will shall not, directly or indirectly, (i) at any time for a period of two years following termination of employmentduring or after Executive’s employment with the Company, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in disclose any Confidential Information pertaining to the business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates subsidiaries, except in connection with whom the Executive has had contacts performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or relationshipsdesirable, or when required by law, administrative or judicial process; or (ii) at any time during the Noncompete Period (as hereinafter defined) directly or indirectly, during and within the scope (A) be engaged in or have a financial interest (other than a passive ownership position of his employment with the Company less than 5% in any company whose shares are publicly traded or any of its affiliates, to curtail or cancel their business with the Company non-voting non-convertible debt securities in any company or any such affiliate; (iiiinvestment the Executive owns through a mutual fund, private equity fund or other pooled account) induce, or attempt to influence, in any employee business which competes with a business of the Company or any of its affiliates subsidiaries, which business of the Company (or any of its subsidiaries) provided, at least five percent (5%) of the gross revenues of the Company and its subsidiaries in the full fiscal year of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to terminate employment; provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (ivB) solicit, hire solicit or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, offer employment to any person (other than Executive’s secretary or other personal assistant who during the previous 12 months was an employee of reports directly to Executive) who is employed by the Company or any affiliate; providedof its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment). Notwithstanding the foregoing, howevernothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that controls, directly or indirectly, another subsidiary, division or other entity, that activities engaged in is a Competitor, so long as the entity, subsidiary or division by or on behalf of which Executive may be employed is not itself a Competitor. If Executive is bound by any other agreement with the Company are not restricted by this covenant. The regarding the use or disclosure of confidential information, the provisions of subparagraphs (i)this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 9, (ii), (iii)x) “Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of eighteen months following the date Executive ceases for any reason to be employed by the Company, and (ivy) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).“

Non-Competition. As a condition to From and after the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the BoardCommencement Date, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersexcept pursuant to the terms hereof, directly or indirectly (i) engage (either as ownerindirectly, investorown, partnermanage, stockholderoperate, employerjoin, employeefinance, consultantcontrol or participate in the ownership, advisormanagement, operation or control of, or director) be employed or engaged by or be otherwise connected in any manner with, any business in which he has been directly engaged on behalf under a name similar to the name of any of the Company or any affiliatedirect or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or indirectly, own, manage, operate, join, or has supervised have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an executive thereofemployee, during the last two years prior to such terminationagent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which was engaged in the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or an affiliate its direct or indirect subsidiaries at any time during the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers period of the Company Executive's employment by the Company, whether during or any of its affiliates with whom prior to the Employment Period, unless the Executive has had contacts or relationships, directly or indirectly, during and within shall have obtained the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee prior written consent of the Company or any Board of its affiliates to terminate employment; or (iv) solicitDirectors, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1%) of any class of securities of or of the equity securities aggregate principal outstanding indebtedness of any company having corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities listed are publicly owned and regularly traded on a securities any national exchange or regularly traded in the over-the-counter market shall notmarket, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of itselfpersons including the Executive in any way, be deemed inconsistent with clause (i) either directly or indirectly, manages or exercises control of this Section 11(a)any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. As a condition to Without the right consent in writing of the Executive to receive severance payments hereunderBoard of Directors of Employer (the “Board”), the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive Employee will not, at any time during employment and for a period of two years the eighteen (18) months following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he or she has been directly engaged on behalf of the Company Employer or any affiliate, or has supervised as an executive thereof, during the last two years prior to such two-year period (or, if earlier, the two-year period ending on the date of Employee’s termination), or which was engaged in or planned by the Company Employer or an affiliate at the relevant time (of, if earlier, at the time of such terminationEmployee’s termination of employment), in the any geographic area of New York, New Jersey, Pennsylvania, in which such business was conducted or Delawareplanned to be conducted; (ii) induce any customers of the Company Employer or any of its affiliates with whom the Executive Employee has had contacts or relationships, directly or indirectly, during and within the scope of his or her employment with the Company Employer or any of its affiliates, to curtail or cancel their business with the Company Employer or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company Employer or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company Employer or any affiliate; provided, howeveraffiliate and provided further, that activities engaged in by or on behalf of the Company Employer are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)1.

Non-Competition. As a condition In return for employment in the capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the right provisions of the Executive to receive severance payments hereunderSection 5(a) (ii) hereof, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employmenttwelve (12 months) thereafter, acting alone or in conjunction with othersEmployee shall not, directly or indirectly indirectly, (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged capacity whatsoever, either on Employee's own behalf or on behalf of the Company any other person or any affiliateentity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or has supervised as an executive thereofbe connected in any manner with, during the last two years prior to such termination, a person or which was agency engaged in the electronic media computer software or planned by servicing business (notwithstanding the Company immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or an affiliate at the time less of such termination, any securities of a competitor engaged in the geographic area electronic media computer software or servicing business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of New York, New Jersey, Pennsylvania, Securities Dealers Automated Quotation System or Delawareotherwise); (ii) induce interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any customers such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Company Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influencerelated entities, any employee of the Company supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates to terminate employment; or (iv) solicit, hire related entities was actively planning or retain as an employee pursuing a business relationship at or independent contractor, or assist any third party in before the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee termination of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Employee.

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for Non-solicitation (a) For a period of two four years following termination of employmentcommencing on the Closing Date (the “Restricted Period”), acting alone or in conjunction with othersSeller shall not, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or and shall not permit any of its affiliates with whom the Executive has had contacts or relationshipstheir Affiliates to, directly or indirectly, during (i) engage in or assist others in engaging in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. Notwithstanding the foregoing, Seller and within the scope its Affiliates may own, directly or indirectly, solely as an investment, securities of his employment with the Company any Person traded on any national securities exchange if Seller or any of its affiliatesAffiliates are not controlling Persons of, or members of a group which controls, such Person and do not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither party shall, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is employed by the other party or its Affiliates or is or was employed in the Business or by the other party or its Affiliates during the Restricted Period, or encourage any such employee to curtail leave such employment or cancel their business with the Company hire any such employee who has left such employment, except pursuant to Section 6.01 or a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.09 shall prevent either party or any such affiliate; of their Affiliates from hiring (iiii) induce, any employee whose employment has been terminated by the other party or attempt to influenceits Affiliates or (ii) after one (1) year from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller and Buyer acknowledge that a breach or threatened breach of this Section 6.09 would give rise to irreparable harm to the Company or any of its affiliates to terminate employment; or (iv) solicitother party, hire or retain as for which monetary damages would not be an employee or independent contractoradequate remedy, or assist any third party and hereby agrees that in the solicitationevent of a breach or a threatened breach by the other party of any such obligations, hirethe non- 46 breaching party shall, or retention as in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee or independent contractorinjunction, specific performance and any person who during other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller and Buyer acknowledge that the previous 12 months was an employee of restrictions contained in this Section 6.09 are reasonable and necessary to protect the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each legitimate interests of the other subparagraphsparty and constitute a material inducement to each party to enter into this Agreement and consummate the transactions contemplated by this Agreement. It In the event that any covenant contained in this Section 6.09 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is agreed that expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the ownership of not more than one percent of the equity securities maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any company having securities listed on a securities exchange such covenant or regularly traded provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in the over-the-counter market any jurisdiction shall not, of itself, be deemed inconsistent with clause (i) of this not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Section 11(a).6.10

Non-Competition. As a condition to Each Shareholder covenants and agrees with the right Purchaser that, so long as no “Default” has occurred, during the period commencing on the Closing Date and terminating on the later of: (i) the fifth (5th) year anniversary of this Agreement; and (ii) three (3) years after the latest date such Shareholder was employed by the Company or the Purchaser or any Affiliate of the Executive to receive severance payments hereunderCompany or the Purchaser (the “Non-compete Term”), he or she, as the Executive mustcase may be, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatwill not, without the prior written consent of the BoardPurchaser, the Executive will not, at any time for a period of two years following termination of employment, acting alone which may be withheld or given in conjunction with othersits sole discretion, directly or indirectly (i) indirectly, or individually or collectively within the United States of America, engage (either in any activity or act in any manner, including but not limited to, as an individual, owner, investorsole proprietor, founder, associate, promoter, partner, stockholderjoint venturer, shareholder (other than as the record or beneficial owner of less than five percent (5%) of the outstanding shares of a publicly traded corporation), officer, director, trustee, manager, employer, employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant, advisor, investor or director) in otherwise for the purpose of establishing, operating, assisting or managing any business or entity that is engaged in which he has been directly engaged on behalf activities that are competitive with the “business of the Company” and located within two hundred and fifty (250) miles of any operating location of the Company, the Purchaser or any Affiliate of the Company or the Purchaser. For the purposes hereof, the “business of the Company” shall be determined to be the business the Company, the Purchaser or any affiliateAffiliates of the Company or the Purchaser, or has supervised as an executive thereof, during the last two years prior to such termination, or which was is engaged in on the earlier of (i) the end of the Non-compete Term; or planned (ii) the date that the Shareholder is no longer employed by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, Purchaser or Delaware; (ii) induce any customers Affiliate of the Company or any the Purchaser. For the purposes hereof, a “Default” shall be deemed to have occurred in the event of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, Purchaser’s failure to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influencepay when due, any employee payment obligation of Purchaser under Sections 1.2, 1.3 and 1.4 of this Agreement following the expiration of any applicable notice and cure period and a final, non-appealable determination of same under Section 10.10 hereunder following the application of the Company or any applicable dispute resolution provisions herein and therein; and in all events, on not less than fifteen (15) Business Days written notice to the Purchaser after the occurrence of its affiliates to terminate employment; or (iv) solicitsuch Default. Thereafter, hire or retain as if an employee or independent contractoruncured Default remains in effect, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee obligations of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by Shareholders under this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above Section shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange no further force or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)effect.

Non-Competition. As a condition to From and after the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the BoardCommencement Date, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersexcept pursuant to the terms hereof, directly or indirectly (i) engage (either as ownerindirectly, investorown, partnermanage, stockholderoperate, employerjoin, employeefinance, consultantcontrol or participate in the ownership, advisormanagement, operation or control of, or director) be employed or engaged by or be otherwise connected in any manner with, any business in which he has been directly engaged on behalf under a name similar to the name of any of the Company or any affiliatedirect or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or indirectly, own, manage, operate, join, or has supervised have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an executive thereofemployee, during the last two years prior to such terminationagent or consultant, or in any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which was engaged in the Company or its direct subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or an affiliate its direct subsidiaries at any time during the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers period of the Company Executive's employment by the Company, whether during or any of its affiliates with whom prior to the Employment Period, unless the Executive has had contacts or relationships, directly or indirectly, during and within shall have obtained the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee prior written consent of the Company or any Board of its affiliates to terminate employment; or (iv) solicitDirectors, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1%) of any class of securities of or of the equity securities aggregate principal outstanding indebtedness of any company having corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities listed are publicly owned and regularly traded on a securities any national exchange or regularly traded in the over-the-counter market shall notmarket, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of itselfpersons including the Executive in any way, be deemed inconsistent with clause (i) either directly or indirectly, manages or exercises control of this Section 11(a)any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. As During the Service Period and for a condition to period of eighteen (18) months after the right Date of the Executive to receive severance payments hereunderTermination, the Executive mustshall not, upon termination of his or her employment, enter into a binding agreement with unless he receives the Company agreeing that that, without the prior written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersCompany, directly or indirectly (i) engage (either indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, participate in or be connected with, as owneran officer, investoremployee, partner, stockholder, employer, employee, consultant, advisorconsultant or otherwise, or director) engage in any activity or capacity (collectively, the "Competitive Activities") with respect to any individual, partnership, limited liability company, firm, corporation or other business organization or entity (each, a "Person"), that is engaged directly or indirectly in which he has been directly engaged on behalf the provision of software offerings substantially similar to those of the Company, provided that those offerings represent at least 10% of the revenue of the Company including its direct or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, indirect subsidiaries anywhere in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateworld; provided, however, that activities engaged the foregoing (a) shall not apply with respect to any line-of-business in by or on behalf of which the Company are or its direct or indirect subsidiaries was not restricted by this covenant. The provisions engaged on or before the Date of subparagraphs (i), (ii), (iii)Termination, and (ivb) above shall be separate and distinct commitments independent of each of not prohibit the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause Executive from (i) owning, or otherwise having an interest in, less than three percent (3%) of any publicly-owned entity or (ii) owning, or otherwise having an interest in, less than five percent (5%) of any private equity fund or similar investment fund that invests in companies engaged in Competitive Activities, or providing consulting or advisory services with respect to any such fund, provided the Executive has no active role with respect to any investment by such fund in any Person referred to in this Section 5.3. Executive hereby acknowledges that the scope of prohibited activities and the time duration of the provisions of this Section 11(a)5.3 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. Executive acknowledges and agrees that this noncompetition provision shall survive the termination of his employment, and can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section.

Non-Competition. As a condition 8.1 The Employee acknowledges that the services to be rendered by her to the right Company are of the Executive to receive severance payments a special and unique character. The Employee agrees that, in consideration of her employment hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive Employee will not, (a) during the term of this Agreement so long as she is employed pursuant to this Agreement (provided, however, that (L) if the Employee's employment pursuant to this Agreement is terminated for due cause (as defined in Section 6.3), or (M) if the Employee voluntarily resigns her position under this Agreement prior to the end of its term or (N) if at any time the end of the term of this Agreement, there is no renewal of this Agreement or (O) if the Employee's employment is terminated by the Company pursuant to Section 6.4 hereunder, then the length of this non-competition covenant shall be for a an additional period of two years following in the case of (L), (M) and (N) and three months in the case of (O) above, from the date of such termination of the Employee's employment, acting alone or in conjunction with others), directly or indirectly indirectly, (iw) engage (either engage, whether as ownerprincipal, agent, investor, partnerdistributor, representative, stockholder, employer, employee, consultant, advisorvolunteer or otherwise, with or director) without pay, in any activity or business in venture anywhere within a one hundred (100) mile radius of any location of the Company at which he the Employee has been directly engaged on behalf provided services hereunder, which is competitive with the business of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by other member of the Company Group of providing pharmaceutical, medical and other healthcare related teleservices businesses and related activities or an affiliate any other business of the Company conducted at the location of the Company at which the Employee has provided services hereunder, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers member of the Company Group, on the Employee's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of its affiliates with whom such person's contract of employment by reason of leaving the Executive has had contacts or relationships, directly or indirectly, during and within the scope service of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee member of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of its affiliates to terminate employment; the clients or customers or potential clients or customers of any member of the Company Group, either on the Employee's own account or for any other person, firm, corporation or organization, or (ivz) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, employ any person who during was or is at the previous 12 months was an time of solicitation, a director, officer or employee of any member of the Company Group or any affiliate; provided, however, that activities engaged person who is or may be likely to be in by possession of any confidential information or on behalf trade secrets relating to the business of any member of the Company are not restricted by this covenant. The provisions Group, or (b) at any time make any statement intended to impair the business reputation of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each any member of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Company Group.

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that The Employee agrees that, without the written consent of the Board, the Executive will not, at any time for a period of two years twelve --------------- (12) months following the date of termination of employmentthis Agreement (other than a termination that results solely from the expiration of the initial or extended normal term of this Agreement contemplated by Sections 1.02 and 1.06 hereof), acting alone or in conjunction with others, he will not directly or indirectly (i) engage (either own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, investoremployee, partner, stockholder, employer, employee, consultant, advisordirector or otherwise with, or director) have any financial interest in, or aid or assist anyone else in the conduct of, or solicit any business in which he has been directly engaged on behalf employees of the Company on behalf of, any entity or any affiliate, or has supervised as an executive thereof, during business which competes directly with the last two years prior to such termination, or which was engaged in or planned footwear and retail businesses conducted by the Company or an affiliate at by any group, division or subsidiary of the time of such terminationCompany, in the geographic any area where such business is being conducted or is proposed to be conducted at such date of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatetermination; provided, however, that activities engaged this provision shall not apply if this Agreement is terminated as provided in by or on behalf of the Company are not restricted by parenthetical phrase set forth above in this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphssentence. It is understood and agreed that that, for the ownership of not more than one percent purposes of the equity securities foregoing provisions of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall notthis Section 5.07, of itself, be deemed inconsistent with clause (i) no business shall be deemed to be a business conducted by the Company, or any group, division or subsidiary of the Company, unless not less than five percent (5%) of the Company's consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company's consolidated assets is devoted to, such business; and (ii) no business conducted by any entity by which the Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets is devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of ten percent (10%) of the most nearly comparable figure for the Company, such business of such entity shall be deemed, to be competitive with a business of the Company. Furthermore, ownership of five percent (5%) or less of the voting stock of any publicly held corporation shall not constitute a violation of this Section 11(a)5.07.

Non-Competition. As a condition to the right part of the Executive inducement to receive severance payments hereunder, the Executive must, upon termination of his or her employment, Buyer to enter into this Agreement, Sellers hereby agree that for a binding agreement with period of three (3) years (the Company agreeing that that"Covenant Term") from the date hereof, Sellers shall not, nor shall any division of any of the Sellers or any corporation which Mark XX xxxectly or indirectly controls the management of or owns more than fifty percent (50%) of the total number of outstanding shares entitled to vote, or their successors and assigns (hereinafter referred to as "Sellers' Affiliates"), without the prior express written consent of the BoardBuyer, the Executive will notown, at any time for a period of two years following termination of employmentmanage, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisoroperate, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipscontrol, directly or indirectly, during any business, firm or corporation which is engaged anywhere in the world in the manufacture or sale of any products which are manufactured and within sold by the scope Filter Business prior to the Closing Date (hereinafter the "Products"). Notwithstanding the foregoing, nothing herein shall be deemed to limit or otherwise restrict the rights of his employment with any division, subsidiary or affiliate of Mark XX xxxch is not engaged in the Company 90 97 Filter Business from continuing, after the Closing Date, to conduct its business in the same manner as such business was conducted prior to the Closing Date. Ownership or purchase by Mark XX xx any of its affiliatesdirect or indirect subsidiaries at or after the time of Closing, to curtail or cancel their business with the Company or any such affiliate; of less than five percent (iii5%) induce, or attempt to influence, any employee of the Company or issued and outstanding capital stock of any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party enterprise engaged in the solicitationproduction or sale of Products, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities which are listed on a national securities exchange or regularly traded included in the national list of over-the-counter market securities, shall not, of itself, not be deemed inconsistent with clause (i) a violation of this Section 11(a)6.06. In addition, Sellers shall not be deemed to be in violation of this Section 6.06 in the event that, following the Closing Date, Sellers or any of Sellers' Affiliates acquires substantially all the assets of any person, firm or corporation or a majority of the issued and outstanding capital stock of any corporation and, following such acquisition, less than fifteen percent (15%) of the total annual sales of any such acquired company is attributable to sales of Products. Upon breach by Sellers or Sellers' Affiliates of any provision of this Section 6.06, Buyer shall be entitled to injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as may be available to it. In the event any of the provisions of this Section 6.06 are determined by a court 91 98 of competent jurisdiction to be contrary to any applicable statute, law or rule, or for any reason to be unenforceable as written, such court may modify any of such provisions so as to permit enforcement thereof as thus modified.

Non-Competition. As a condition to the right part of the Executive inducement to receive severance payments hereunderBuyer to enter into this Agreement, the Executive mustCompany and the Shareholders hereby agree that for a period of five (5) years (the “Covenant Term”) from the Closing Date, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatand the Shareholders shall not, nor shall any person then controlled by any of the Shareholders (hereinafter referred to as “Sellers’ Affiliates”), without the prior express written consent of the BoardBuyer: (a) own, the Executive will notmanage, at any time for a period of two years following termination of employmentoperate, acting alone control, engage, invest or in conjunction with othersotherwise participate in, directly or indirectly (i) engage (either as ownerindirectly, investorany business, partner, stockholder, employer, employee, consultant, advisor, firm or director) corporation which is engaged anywhere in any business in which he has been directly engaged on behalf the Northeast United States comprised of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area states of New York, New Jersey, PennsylvaniaVermont, Massachusetts, Connecticut, Rhode Island, Maine, Ohio and Pennsylvania in the sale or Delawaredistribution of any Products; (iib) solicit, entice, encourage or otherwise induce or attempt to induce, whether by mailing of promotional literature, by use of telephonic or direct personal contact with sales personnel of the Company or Sellers’ Affiliates or sales representatives engaged by any the Company or Sellers’ Affiliates or by any other means solicit, encourage, entice or otherwise induce or attempt to induce any customers of person to purchase from the Company or any of its affiliates with whom the Executive has had contacts or relationshipsSellers’ Affiliates, directly or indirectly, during and within the scope of his employment any products which compete with the Company Products. Ownership or purchase by the Company, any of its affiliatesthe Shareholders and Seller’s Affiliates in the aggregate, to curtail at or cancel their business after the time of Closing, of less than 5% of the issued and outstanding capital stock of any enterprise engaged in the production or sale of products which compete with the Company or any such affiliate; (iii) induceProducts, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities which are listed on a national securities exchange or regularly traded included in the national list of over-the-counter market securities shall not, of itself, not be deemed inconsistent with clause a violation of this Section 7.12 nor shall the Company’s or ADSI’s performance of any Contract which cannot be assigned hereunder or (c) directly or indirectly, either individually or on behalf of any other person or entity, do any of the following: (i) solicit, encourage, or induce customers, prospective customers, suppliers, prospective suppliers, independent contractors, licensees, licensors, or other business relationship of the Company or ADSI to reduce or terminate their relationships with the Company or ADSI, as applicable, or (ii) contact, approach, or solicit any business relationship of the Company or ADSI for the purpose or effect of interfering with their relationship with the Company or ADSI. Upon breach by the Company, any of the Shareholders or any of Sellers’ Affiliates of any provision of this Section 11(a)7.12, Buyer shall be entitled to seek injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as may be available to it. In the event any of the provisions of this Section 7.12 is determined by a court of competent jurisdiction to be contrary to any applicable statute, Law, or for any reason to be unenforceable as written, such court may modify any of such provisions so as to permit enforcement thereof as thus modified.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, the Executive will not, at any time during the Term and for a period of two years following termination of employmentExecutive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the any geographic area of New York, New Jersey, Pennsylvania, in which such business was conducted or Delawareplanned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a10(a).

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentone (1) year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition to During the right of the Executive to receive severance payments hereunderLimited Period, the Executive must, upon termination of his Xxxxx X. Xxxxxx shall not be engaged or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersinterested, directly or indirectly indirectly, as an officer, director, stockholders (iexcepting less than one (1%) engage (either as ownerpercent interest in a publicly traded company), investoremployee, partner, stockholderindividual proprietor, employer, employee, investor or consultant, advisoror in any other manner or capacity whatsoever, or director) in any business in that involves the production, distribution or marketing of products or services, or otherwise competitive with, any product or service currently, or which he has been directly engaged on behalf of from time to time may be, produced, distributed or marketed by the Company or any affiliate, or has supervised as an executive thereof, affiliated entity during the last two years prior to such terminationLimited Period, or in any place in which was engaged in or planned by the Company or an affiliate any affiliated entity at the time of such terminationtermination conducts such a business, without the prior written approval of the Company; PROVIDED, HOWEVER, that if any provision of Section 10 or this Section 11 would be held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of them, to the minimum extent necessary to make such modified form. The above notwithstanding, Xxxxx X. Xxxxxx shall be entitled to (I) remain on the Board of Directors of any corporations in which he currently has such a position and (ii) advise or counsel other persons or entities, provided, such activities are not competitive with the Company and Xxxxx X. Xxxxxx'x name is not publicly associated with such entities or activities. 12. ENFORCEMENT OF CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTS. Xxxxx X. Xxxxxx hereby acknowledges that the Company will not have an adequate remedy at law in the event of any breach by him of any provision of Section 9, 10, or 11 of this Agreement and that the Company will suffer irreparable damage and injury as a result of any such breach. Accordingly, in the geographic area event of New YorkXxxxx X. Xxxxxx'x breach or threatened breach of any provision of Section 9, New Jersey, Pennsylvania10, or Delaware; (ii) induce 11 of this Agreement, Xxxxx X. Xxxxxx hereby consents to the granting of a temporary restraining order, preliminary injunction and/or permanent injunction against him in any customers court of competent jurisdiction prohibiting him from committing or continuing any such breach or threatened breach. Notwithstanding anything herein to the contrary, Xxxxx X. Xxxxxx shall have no obligation or liability under Sections 11 or 12 of this Agreement upon termination of this Agreement by the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenantwithout cause. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)13.

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing Each Shareholder severally agrees and covenants that thateach Shareholder shall not, without the prior written consent of the BoardPurchaser, directly or indirectly, anywhere within the Executive will not, at any time territory in which the Purchaser or FFM conducts its real estate mortgage and lending business (the "Restricted Territory") for a period of two from the date hereof until three (3) years following termination of employmentthe date hereof: (1) form, acting alone acquire, finance, assist, support, or in conjunction with othersbecome associated as an employee, agent, partner, shareholder, coventurer or otherwise, directly or indirectly (i) engage (either as ownerindirectly, investor, partner, stockholder, employer, employee, consultant, advisorwith, or directorengage in, a business which is similar to the FFM's real estate mortgage and lending business (including, but not limited to those states that it is licensed to do business) (any such business is hereinafter referred to as a "Competitive Business"); (2) for the purpose of conducting or engaging in any Competitive Business, call upon, solicit, advise or otherwise do, or attempt to do business in which he has been directly engaged on behalf with any suppliers, customers or accounts of FFM and Purchaser or take away or interfere or attempt to interfere with any customer, trade, business or patronage of FFM and Purchaser; or (3) interfere with or attempt to interfere with or hire any officers, employees, representatives or agents of FFM or Purchaser, or any of the Company Purchaser's subsidiaries or affiliates, or induce or attempt to induce any of them to leave the employ of FFM or Purchaser or any affiliateof the Purchaser's subsidiaries or affiliates, or has supervised as an executive thereofviolate the terms of their contract with any of them. Each Shareholder shall not use or disclose, during after the last two years prior to such terminationdate hereof, any proprietary information or which was engaged know-how of FFM in any Competitive Business. In the event of a breach or planned a threatened breach by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company a Shaerholder or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)10.1, the FFM and Purchaer shall be entitled to an injunction restraining such breach without posting bond, but nothing herein shall be construed to prohibit FFM and Purchaser from pursuing any remedy available to FFM and Purchaser for such breach or such threatened breach.

Non-Competition. As a condition to (1) Until the right third anniversary of the Executive to receive severance payments hereunderClosing Date, neither the Executive mustTransferor nor any Shareholder shall, upon termination of his anywhere in North America or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsEurope, directly or indirectly, during and within alone or in association with any other Person, firm, corporation or other business organization (i) acquire or own in any manner, any interest in any Person that is engaged in any facet of the scope Business, (ii) engage in any facet of his employment the Business or compete in any way with the Company or any of its affiliatesBusiness, to curtail or cancel their business with the Company or any such affiliate; (iii) inducebe employed in any capacity by, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain serve as an employee or independent contractorof, or assist any third party consultant or advisor to, or otherwise participate in the solicitationmanagement or operation of, hireany Person that (x) engages in any facet of the Business, or retention as an employee or independent contractor, (y) competes with the Business in any person who during the previous 12 months was an employee of the Company or any affiliateway; provided, however, that activities engaged in by or on behalf notwithstanding the foregoing, so long as any of the Company are Shareholders is employed by the Transferee or any Affiliate of the Transferee, the Transferor, the Shareholders and the Affiliates of the foregoing (collectively and not restricted by this covenantindividually) may own up to 2% of the voting securities of any publicly-traded company. The provisions In the case of subparagraphs any Shareholder who becomes an employee of the Transferee or any affiliate of the Transferee contemporaneously with the Closing, in the event that such Shareholder (i), (ii), (iii)) ceases to be employed by the Transferee or any affiliate of the Transferee, and (ivii) above shall be separate ceases to receive compensation at the rate provided in the applicable employment agreement, then such Shareholder or any Affiliate thereof (collectively and distinct commitments independent of each not individually) may own up to 50% of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity voting securities of any company having securities listed on a securities exchange or regularly traded Person that is not directly competing with the Business at the time of such investment and that has no current plans to be directly competitive with the Business. Subject to the first sentence of this section 7.7(a), in the over-the-counter market case of any other Shareholder, such Shareholder or any Affiliate thereof (collectively and not individually) may own up to 50% of the voting securities of any Person that is not directly competing with the Business at the time of such investment and that has no current plans to be directly competitive with the Business. The Shareholder or Shareholders making any such investment shall not, notify the Transferee in writing in advance of itself, be deemed inconsistent with clause (i) of this Section 11(a).such proposed investment and the Transferee shall respond within

Non-Competition. As a condition In consideration for (i) this Agreement and the payments and benefits provided herein; (ii) the Company’s promise to provide Confidential Information to the right Grantee, (iii) the substantial economic investment made by the Company in the Confidential Information and the goodwill of the Executive Company, (iv) the Company’s employment of the Grantee, and (v) the compensation and other benefits provided by the Company to receive severance payments hereunderthe Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Executive mustGrantee agrees to the following restrictive covenants and the covenants set forth in Sections 11(c), upon (d), (e), and (f). During the Grantee’s employment and for a twelve (12) month period subsequent to the date of the Grantee’s termination of his employment (the “Restricted Period”), the Grantee agrees he or her employmentshe will not, enter into a binding agreement with directly or indirectly, absent the Company agreeing that thatexpress, without the written consent of the BoardChief Executive Officer of the Company (the “CEO”) or the Chairman of the Committee (the “Chairman”), or either of their respective designees, become or serve as, directly or indirectly, a director, officer, employee, owner, partner, advisor, agent, or consultant with, or engage in, any business that manufactures, provides or sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and all other products and services provided, or seriously pursued, by the Executive will not, at any time for a Company or its Affiliates during the period from the Date of two years following Grant through the date of the Grantee’s termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisorany state, or director) in any business similar geographic territory, in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee Affiliates operate as of the Company date of the Grantee’s termination of employment and for which the Grantee performed services, had responsibility or any received Confidential Information (“Restricted Territory”). Further, for a twelve (12) month period after the Grantee’s termination of its affiliates employment, the Grantee agrees not to terminate employment; serve as a consulting or (iv) solicit, hire or retain as an employee or independent contractor, or assist testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the solicitationCompany, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of unless called to do so by the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenantan Affiliate. The provisions Grantee agrees to notify the CEO in writing, with a copy of subparagraphs (i)such notice to the Chairman, (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of in the other subparagraphs. It is agreed that event the ownership of not more than one percent of the equity securities Grantee accepts employment or service of any company having securities listed on a securities exchange nature with any person, business, or regularly traded in entity during the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Restricted Period.

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that The Employee agrees that, without the written consent of the Board, the Executive will not, at any time for a period of two years twelve (12) --------------- months following the date of termination of employmentthis Agreement (other than a termination that results solely from the expiration of the initial or extended normal term of this Agreement contemplated by Sections 1.02 and 1.06 hereof), acting alone or in conjunction with others, he will not directly or indirectly (i) engage (either own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, investoremployee, partner, stockholder, employer, employee, consultant, advisordirector or otherwise with, or director) have any financial interest in, or aid or assist anyone else in the conduct of, or solicit any business in which he has been directly engaged on behalf employees of the Company on behalf of, any entity or any affiliate, business which competes directly with the footwear or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned retail businesses conducted by the Company or an affiliate at by any group, division or subsidiary of the time of such terminationCompany, in the geographic any area where such business is being conducted or is proposed to be conducted at such date of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatetermination; provided, however, that activities engaged this provision shall not apply if this Agreement is terminated as provided in by or on behalf of the Company are not restricted by parenthetical phrase set forth above in this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphssentence. It is understood and agreed that that, for the ownership of not more than one percent purposes of the equity securities foregoing provisions of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall notthis Section 5.07, of itself, be deemed inconsistent with clause (i) no business shall be deemed to be a business conducted by the Company, or any group, division or subsidiary of the Company, unless not less than five percent (5%) of the Company's consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company's consolidated assets is devoted to, such business; and (ii) no business conducted by any entity by which the Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets is devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of ten percent (10%) of the most nearly comparable figure for the Company, such business of such entity shall be deemed, to be competitive with a business of the Company. Furthermore, ownership of five percent (5%) or less of the voting stock of any publicly held corporation shall not constitute a violation of this Section 11(a)5.07.

Non-Competition. As a condition (a) The Executive agrees and acknowledges that, in connection with his employment with the Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the right of the Company. The Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that further acknowledges and agrees that, without given the written consent nature of the Boardthis information and trade secrets, the Executive will notit is likely that such information and trade secrets would inevitably be used or revealed, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within in any subsequent employment with a competitor of the scope Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company or any pursuant to this Agreement, and other good and valuable consideration, the receipt of its affiliateswhich is hereby acknowledged, to curtail or cancel their business with the Company or any such affiliate; (iii) induceExecutive agrees that, or attempt to influence, any employee while he is in the employ of the Company or and for a twelve (12) month period after the effective date of termination of his employment for any of its affiliates to terminate employment; or (iv) solicitreason, hire or retain as an employee or independent contractorhe shall not, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by either on his own behalf or on behalf of any third party, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant, or otherwise with, or use or permit his name to be used in connection with, any business or enterprise engaged directly or indirectly in competition with any business conducted or contemplated by the Company are not restricted at any time during the twelve (12) month period leading up to the termination and any other business engaged in or contemplated by this covenant. The provisions of subparagraphs the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (i), (ii), (iii), and (iv12) above shall be separate and distinct commitments independent of each month period leading up to the termination of the other subparagraphsExecutive’s employment (the “Business”). It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this noncompetition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one two percent (2%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on a securities exchange or regularly traded in registered pursuant to the over-the-counter market shall notSecurities Exchange Act of 1934, of itself, be deemed inconsistent with clause (i) of this Section 11(a)as amended.

Non-Competition. As a condition to (a) While employed hereunder and for the right period of (i) one (1) year thereafter or (ii) two (2) years after the Executive Termination Date, if this Agreement is terminated earlier and the Employee is entitled to receive severance payments hereundercompensation and benefits under Section 4.5 (the "Restricted Period"), Employee shall not, unless he receives the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the prior written consent of the BoardBoard of Directors, the Executive will notown an interest in, at any time for a period of two years following termination of employmentmanage, acting alone operate, join, control, lend money or render financial or other assistance to or participate in conjunction with othersor be connected with, directly or indirectly (i) engage (either as owneran officer, investoremployee, partner, stockholder, employerconsultant or otherwise, employee, consultant, advisor, or director) in any business in Person which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment competes with the Company in investing or any of its affiliates, to curtail or cancel their business consulting with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party small and medium sized businesses in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateUnited States; provided, however, that activities engaged the foregoing restriction shall apply only to (i) those areas where the Company was actually doing business on the Termination Date and (ii) those areas in by respect of which the Company actively and diligently conducted at any time during the 12-month period ended on the Termination Date an analysis to determine whether or not it would commence doing business in such areas but, in the case of each such area, only if the Company (A) retains on behalf the Termination Date a reasonable prospect of doing business in such areas and (B) gives Employee written notice of the name and location of such county within 15 days after the Termination Date and, provided finally, that the foregoing restriction shall not apply to any areas where the Company ceases to actively conduct business. Without limiting the generality of the foregoing, during the Restricted Period, Employee shall not, unless he receives the prior written consent of the Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) which competes with the Company in investing or consulting with small and medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) which provides or proposes to provide services to any Person which is a client of the Company are not restricted by this covenant. The provisions as of subparagraphs the Termination Date or to which the Company has outstanding loans or in which the Company then has investments (iincluding warrants or options), or (ii), (iii), and (ivB) above shall be separate and distinct commitments independent of each any potential client of the other subparagraphsCompany with which the Company has discussed a client, loan or investment relationship within 12 months prior to, as applicable, the end of Employee's employment or the Termination Date. It is agreed that Notwithstanding the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded foregoing, in the over-the-counter market shall not, of itself, be deemed inconsistent with clause event (i) Employee is entitled to receive compensation and benefits under Section 4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the obligation of the Company to pay any future compensation or benefits under Sections 4.5 (a) and (b), but such termination shall not apply to any other provision of this Agreement including, without limitation, Section 11(a)5.1; (ii) the Company terminates the Employee for Misconduct, this Section 5.2(a) shall not apply; and (iii) the Employee terminates his employment without Good Reason, this Section 5.2(a) shall apply for one year from the Closing of the IPO. Nothing under this Section 5.2(a) shall be deemed to limit the Employee from conducting activities permitted pursuant to Section 2.3(c) hereof.

Non-Competition. As a condition to I agree that, during the right term of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement my employment with the Company agreeing that thatand for the one (1) year period after the date my employment with the Company ends for any reason, without including but not limited to voluntary termination by me or termination by the written consent of the BoardCompany, the Executive I will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either indirectly, as owneran officer, investordirector, partner, stockholder, employermanager, employee, consultant, advisor, owner, partner, member, stockholder, or director) in any other capacity, (a) compete with the business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers business of the Company or any of its affiliates with whom the Executive has had contacts subsidiaries or relationshipscontrolled affiliates, directly or indirectly, during and within the scope of his employment (b) take any steps or actions to facilitate or prepare for competition with the Company business or any of its affiliates, to curtail or cancel their planned business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries or controlled affiliates, nor will I assist another person to terminate employment; take any action that I would be prohibited from taking under this Section 5. The obligations not to compete that I have undertaken under this Section 5 shall apply in all countries of the world. For purposes of this Section 5, I will not be deemed or (iv) solicit, hire treated as being in competition with the business or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee planned business of the Company or any affiliate; providedof its subsidiaries or controlled affiliates or as being in violation of the covenant set forth in the clause (b) above in this Section 5 merely by virtue of my ownership of any equity interest in any business or person that is in competition with, howeveror is planning to be in competition with, that activities engaged in by the business or on behalf planned business of the Company or any of its subsidiaries or controlled affiliates, if my ownership of any such equity interest represents five percent (5%) or less the total equity interests in such business or person. I hereby acknowledge and agree that the foregoing restrictions contained in this Section 5 are not restricted reasonable, proper and necessitated by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each the legitimate business interests of the other subparagraphsCompany and will not prevent me from earning a living or pursuing my career. It is agreed In the event that a court finds this Section 5, or any of its restrictions, to be unenforceable or invalid, I and the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause Company agree that (i) of this Section 11(a)5 will be automatically modified to provide the Company with the maximum protection of its business interests allowed by law and (ii) I shall be bound, and such court shall enforce, this Section 5 as so modified.

Non-Competition. As The Executive acknowledges that (i) the Executive performs services of a condition unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the right Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Executive to receive severance payments hereunderCompany Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive mustwould inevitably use or disclose such trade secrets and confidential information, upon termination of his or her employment, enter into a binding agreement with (iv) the Company agreeing that thatGroup has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, without (v) the written consent Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the BoardExecutive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly indirectly, own, manage, operate, control, be employed by (i) engage (either whether as owner, investor, partner, stockholder, employer, an employee, consultant, advisorindependent contractor or otherwise, and whether or directornot for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any member of the Company Group or in any other material business in which he has been directly engaged on behalf any member of the Company Group is engaged on the date of termination or any affiliatein which they have demonstrably planned, on or has supervised as an executive thereof, during the last two years prior to such terminationdate, or which was to be engaged in on or planned by the Company or an affiliate at the time of after such terminationdate, in the geographic area any locale of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers country in which any member of the Company or any of its affiliates with whom Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership from being a passive owner of not more than one percent (1%) of the equity securities of any company having securities listed on a securities exchange or regularly publicly traded corporation engaged in a business that is in competition with a member of the Company Group, so long as the Executive has no active participation in the over-the-counter market shall not, business of itself, be deemed inconsistent with clause such corporation. (i) of this Section 11(ac).

Non-Competition. As a condition (i) In order to the right of the Executive induce LSAI and LSI to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with this Agreement and the Company agreeing that Employment Agreement attached hereto as EXHIBIT A, HLI and Xxxxxxxx covenants and agrees that, without the written consent of the Board, the Executive will not, at any time for a period of two three (3) years following termination from Closing, each of employmentHLI and Xxxxxxxx shall not, acting alone and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in conjunction any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement within any county in any state in which HLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) to directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisorcanvass or otherwise contact or accept any business or transaction from any present or former customer of HLI, or director) in take any business in action which he has been directly engaged on behalf shall cause the termination or curtailment of the Company business relationship between HLI or LSAI or LSI and/or its successor or successors and any affiliateof their present, future or former customers, including without limitation those customers constituting in whole or in part the HLI Assets relating to a Competitive Business, and (D) to directly or indirectly, without the prior written consent of LSAI and LSI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or has supervised as at any time during such period shall be, an executive thereofemployee of LSAI, during the last two years prior to such terminationLSI or its subsidiary, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts respective successors, to terminate or relationships, directly refrain from renewing or indirectly, during and within the scope of extending his or her employment with the Company LSAI or LSI or its subsidiary, or any of its affiliatesrespective successors, except this clause shall not apply to curtail or cancel their business with the Company or any such affiliate; (iii) induceemployee whose employment shall have been terminated by LSAI, LSI or attempt its subsidiary. This covenant and agreement is included herein in order to influence, any employee protect the value of the Company or any of its affiliates HLI Assets being acquired by LSAI and LSI pursuant to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in this Agreement and to assure that LSAI and LSI shall have the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee full benefit of the Company or any affiliate; provided, however, that activities engaged in by or on behalf value of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)HLI Assets.

Non-Competition. As a condition Because of Company’s legitimate business interest to the right protect these vital interests of the Executive Company and the good and valuable consideration offered to receive severance payments hereunderEmployee, Employee agrees that from the Executive must, upon termination date of his this Agreement through (A) the six month anniversary of the date on which her employment is terminated by the Company if terminated pursuant to Section 5.2(a)(i) or Section 5.2(a)(iii) of Employee’s employment agreement or (B) the first anniversary of the date on which her employment, enter into a binding agreement employment with the Company agreeing that thatterminates for any reason other than pursuant to Section 5.2(a)(i) or Section 5.2(a)(iii) of Employee’s employment agreement, without the written consent of the Board, the Executive will she shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly: (i) become employed by or affiliated with any corporation, during and within the scope of his employment partnership or other entity in a division or business line which is competitive with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee Business of the Company or any of its affiliates (as defined below) (except that Employee may purchase up to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one five percent of the equity securities outstanding capital stock of any a company having securities listed that has common stock quoted on a securities national stock exchange or regularly traded in the over-the-counter market shall notmarket, so long as Employee has no active participation in the business of such company); (ii) solicit sales of, or sell, deliver or provide, any product or service of the kind and character sold, delivered or provided by the Company; (iii) solicit, attempt to solicit, or seek to divert from the Company the business or patronage of any Company customer, vendor or partner, or actively sought prospective customer, vendor, or partner, with whom Employee had contact on behalf of the Company, or confidential information regarding, in the 24-month period immediately preceding Employee’s separation from the Company; or (iv) induce, suggest, assist in, influence the engagement, or hire, by any competitor of the Company, of itselfany employee of the Company, or otherwise cause or encourage any person, corporation, partnership or other entity having an employment or independent contractor relationship with the Company to sever such relationship with the Company. Employee’s obligations and covenants under this Section 2 shall be deemed inconsistent with clause (i) limited to the United States. For the purposes of this Section 11(a)2, the Business of the Company shall mean the research, Employee Initials LSP Date 6/24/17 design, development, manufacture, commercialization, and/or selling of regenerative medicine and biosurgery products for wound care, orthopedics, and sports medicine including, but not limited to, products for the repair, replacement or regeneration of human tissues and/or the induction of or direct use of human cells and their progeny, including without limitation the research, development and commercialization of cellular transplants and cell-matrix products utilizing human cells and their progeny. For the avoidance of doubt, nothing in this Section 2 shall restrict Employee from securing a role as a commercial executive with a pharmaceutical company that does not directly compete with the Company following the termination of Employee’s employment with the Company. If any restriction set forth in this Section 2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Non-Competition. As a condition to During the right term of the Executive to receive severance payments Employee's employment hereunder and for the Designated Period (as defined below) after termination of the Employee's employment hereunder, the Executive mustEmployee will not (a) anywhere within the State of Michigan, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersengage, directly or indirectly indirectly, alone or as a shareholder (iother than as a holder of less than five percent (5%) engage (either as owner, investorof the common stock of any publicly traded corporation), partner, stockholderofficer, employerdirector, employee, consultant, advisor, employee or director) in consultant of any other business in which he has been directly organization that is engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was becomes engaged in or planned by the Company or an affiliate at dental business limited to extended care and assisted living facilities in competition with the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company Employer or any of its affiliates with whom (including HealthDrive Corporation or any professional corporations) (the Executive has had contacts "DESIGNATED INDUSTRY"), (b) divert to any competitor of the Employer or relationshipsany of its affiliates (including HealthDrive Corporation or any professional corporations) any customer of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations), or (c) solicit or encourage any officer, employee or consultant of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) to leave their employ for alternative employment, or hire or offer employment to, directly or indirectly, during and within any person whom the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) then employs or to terminate whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) has offered employment; . For purposes hereof, the term "DESIGNATED PERIOD" shall mean (i) with respect to termination of the Employee's employment hereunder (a) pursuant to Section 7(a) hereof, or (ivb) solicit, hire or retain as an employee or independent contractorpursuant to Section 7(b) hereof, or assist any third party in (c) by the solicitationEmployee pursuant to Section 7(c) hereof, hire, or retention as an employee or independent contractor, any person who during a period of eighteen (18) months following the previous 12 months was an employee date of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii)such termination, and (ivii) above shall be separate and distinct commitments independent of each with respect to termination of the other subparagraphsEmployee's employment hereunder by the Employer pursuant to Section 7(c) hereof, through such date of termination. It is agreed The Employee acknowledges that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) provisions of this Section 11(a)10 are essential to protect the business and goodwill of the Employer. The Employee will continue to be bound by the provisions of this Section 10 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the express written consent of Buyer, neither Seller Parent nor any Subsidiary of Seller Parent (the Board, the Executive will not“Restricted Parties”) shall, at any time during the five (5) year period following the Closing Date (the “Restricted Period”), directly or indirectly, for a period itself or on behalf of two years following termination of employment, acting alone or in conjunction with othersany other Person, directly or indirectly in any jurisdiction worldwide (the “Restricted Area”), (i) own, manage, control or participate in the ownership, management or control of any business, or engage (either in any activity that would be in competition with the Business as ownerit existed as of the Closing Date, investorwhether as an employer, proprietor, partner, stockholder, employertrustee, beneficiary, owner, joint venturer, investor, independent contractor, consultant, agent, lender, adviser or sales representative or (ii) take any action that is designed, intended or reasonably likely to have the effect of discouraging any customer, supplier, vendor, licensor, lessor, agent, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company independent contractor or any affiliateother Person under contract or otherwise associated or doing business with the Business from maintaining the same business relationships with Buyer, or has supervised its Subsidiaries (including the Company, Akos and their respective Subsidiaries) and their respective Affiliates after the Closing as an executive thereof, during the last two years it maintained prior to such terminationthe Closing; provided that the Restricted Period with respect to the Akos Business shall be two (2) years and the Restricted Area shall be limited to the United Kingdom. Notwithstanding the foregoing, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsRestricted Party may own, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain solely as an employee or independent contractorinvestment, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed Person traded on a any national securities exchange if such Restricted Party individually, and the Restricted Parties taken as a whole, are not a controlling Person of, or regularly traded in the over-the-counter market shall a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of itself, be deemed inconsistent with clause (i) any class of this Section 11(a)securities of such Person.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, the Executive will not, at any time during the Term and for a period of two years following termination of employmentExecutive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the any geographic area of New York, New Jersey, Pennsylvania, in which such business was conducted or Delawareplanned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a10(a).

Non-Competition. As a condition to During the right period of Executive’s employment with any member of the Company Group and through the earlier of (y) July 4, 2021 and (z) the execution and effectiveness of a consulting agreement between Executive to receive severance payments hereunderor an affiliate of Executive, on the Executive mustone hand, upon termination and a member of his or her employment, enter into a binding agreement with the Company agreeing that thatGroup, without on the written consent of the Boardother, the Executive will not, at and will not permit any time for a period of two years following termination of employmentother Person controlling, acting alone controlled by or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsunder common control, directly or indirectly, during with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and within absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the scope of his employment ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with the Company or in any manner connected with, lend his, her, or its name or any of similar name to, lend his, her or its affiliates, to curtail credit or cancel their business with the Company render services or any such affiliate; (iii) induce, or attempt to influenceadvice to, any employee of Competitive Business anywhere throughout the Company or any of its affiliates to terminate employment; or (iv) solicitlower 48 contiguous United States, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i)nothing herein will be deemed to prevent Executive from acquiring through market purchases and owning, (ii)solely as an investment, (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more less than one percent (1%) in the aggregate of the equity securities of any company having securities entity that derives more than fifty percent (50%) of its gross revenues from the conduct of any Competitive Business, whose shares are registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed or admitted for trading on a any United States national securities exchange or regularly traded are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (within the over-the-counter market shall notmeaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, of itselfhowever, that nothing herein will be deemed inconsistent with clause (i) of this Section 11(a)to prevent Executive from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business or any entity involved in a Competitive Business.

Non-Competition. As a condition (a) In order to induce Purchaser to enter into this Agreement, and subject to the right of the Executive to receive severance payments hereunderexceptions set forth herein, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that Seller expressly covenants and agrees that, without the written consent of the Board, the Executive will not, at any time for a period of two five (5) years following termination from and after the Closing Date, (i) neither Seller nor any of employmentits Affiliates shall without the prior express written consent of Purchaser (A) own, acting alone manage, operate or in conjunction with otherscontrol, either within or outside the Territory, any business, individual, partnership, firm, corporation or other entity which is engaged, directly or indirectly (i) engage (either as ownerindirectly, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf the Business of the Company or any affiliate, Subsidiary within the Territory or has supervised as an executive thereof, during the last two years prior (B) interfere or attempt to such termination, interfere with any business relationship between any third party and Purchaser or which was engaged any of its Affiliates in connection with Purchaser's or planned by the Company or an affiliate at the time of such termination, its Affiliates' engaging in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers Business of the Company or any Subsidiary within the Territory including, without limitation, the solicitation or acceptance of any work or engagement from any Person or any Affiliate of such Person who was a client of the Company or any Subsidiary within the eighteen (18) month period immediately preceding the Closing Date, or (ii) solicit or encourage any officer, employee, consultant or agent employed or exclusively retained by the Company or any Subsidiary on the Closing Date to leave the employ or exclusive retention of the Company or such Subsidiary, as the case may be, other than through a general solicitation that does not specifically target employees or consultants of the Company or any Subsidiary; provided, -------- however, that nothing in this Section 7.8 shall limit, prohibit or restrict ------- ----------- Seller or any of its affiliates with whom Affiliates from carrying out any of the Executive has had contacts activities listed on Schedule 7.8 hereto or relationshipsfrom owning, directly or indirectly, during ------------- solely as an investment, publicly-traded securities of an entity which engages in the Business if Seller and within its Affiliates do not, collectively, own more than five percent (5%) of any class of securities of such entity. For the scope avoidance of his doubt, notwithstanding anything herein to the contrary, the parties agree that, because Purchaser has entered into, or will enter into, separate employment agreements (containing non-competition agreements) with the Company or any of its affiliatesindividuals whose activities Purchaser wishes to restrict, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)7.8 applies only to entities and not to any natural ----------- persons.

Non-Competition. As a condition to Each of Seller and Parent hereby expressly acknowledges (i) Xxxxx’s substantial investment in the right Business and the Sale Assets and the transactions contemplated by this Agreement (including the goodwill inherent therein) and (ii) that each of them will receive substantial benefit from the sale of the Executive Sale Assets hereunder. Each of Seller and Parent further acknowledges and agrees that the covenants, restrictions and obligations contained in this Section 8.2 are a material inducement to receive severance payments hereunder, the Executive must, upon termination of his or her employment, Buyer to enter into a binding agreement with the Company this Agreement, and Buyer is doing so in reliance upon each of Seller and Parent agreeing that thatto be bound by such covenants, without the written consent of the Board, the Executive will not, at any time for restrictions and obligations. For a period of two five (5) years following termination of employmentfrom and after the Closing Date (the “Restricted Period“), acting alone or in conjunction with othersneither Seller nor Parent, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or nor any of its affiliates with whom the Executive has had contacts or relationshipstheir respective Affiliates, shall, directly or indirectly, during and (i) engage in or assist others in engaging in the Business or any business that, directly or indirectly competes with the Business, anywhere within the scope of his employment United States or any other jurisdiction in which the Business currently operates (the “Territory“) at any time during the Restricted Period; (ii) own, manage, operate, assist, join, control or participate in the ownership, management, operation or control of, or be connected as an owner, shareholder, member, manager, director, partner, employee or independent contractor or otherwise with, any business anywhere in the Territory that directly or indirectly, competes with the Company Business regardless of the channel through which such competition occurs and regardless of the persons whom such competition targets; or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) inducecause, induce or encourage any material actual or prospective client, strategic partner, customer, vendor, supplier, consultant, contractor, licensee or licensor of the Business (including any existing client Asset Purchase Agreement Salem Church Products or customer of Seller and any person or entity that becomes a client or customer of the Business after the Closing, only to the extent that Seller is aware that any such Person is a client or customer of the Business after reasonable inquiry), or any other person or entity who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship, or otherwise intentionally interfere with any such material business relationship. During the Restricted Period, neither Seller nor Parent shall directly or indirectly, solicit or entice, or attempt to influencesolicit or entice, any employee clients or customers of the Company Business or potential clients or customers of the Business (only to the extent that a Seller is aware that such person or entity is a potential client or customer of the Business after reasonable inquiry), for purposes of diverting their business or services from the Business. A business that “directly or indirectly competes with the Business” is defined as a business that conducts any of the activities conducted by the Business set forth in the definition of “Business”. Notwithstanding the foregoing, nothing in this Section shall restrict or otherwise limit Seller, Parent, or any of its affiliates their respective Affiliates, from continuing their existing operations (other than the Business) in the manner they now conduct their business, including but not limited to terminate employment; or (iv) solicitthe sale of advertising, hire or retain as an employee or independent contractordigital marketing services, and program time to anyone, or assist any third party from offering and providing their services to competitors of the Business in the solicitation, hire, or retention ordinary course of business provided that such activities do not compete with the Business as an employee or independent contractor, any person who during defined in the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)sentence.

Non-Competition. As For purposes of this Section 7.1, all references to SPIDER shall be deemed to include all of SPIDER's Subsidiaries and Affiliates, as the case may be. The SPIDER Insiders acknowledge that in order to assure Purchaser that it will retain the value of SPIDER as a condition "going concern," the SPIDER Insider's agree, on the terms set forth in this Section 7.1, not to utilize their special knowledge of the business of SPIDER and their relationships with customers, suppliers and others to compete with Purchaser, WARP or SPIDER, subject to the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for terms hereafter set forth. For a period of two (2) years following termination beginning on the Closing Date, the SPIDER Insiders shall not engage or have an interest, anywhere in the United States of employmentAmerica or Canada or any other geographic area where Purchaser, acting WARP or SPIDER do business at the date hereof or in which its services are marketed at the date hereof, alone or in conjunction association with others, directly or indirectly (i) engage (either as ownerprincipal, investorofficer, partner, stockholder, employeragent, employee, consultantdirector, advisor, partner or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; stockholder (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain except as an employee or independent contractorconsultant of Purchaser, WARP or assist SPIDER or any third party in the solicitation, hire, of their Affiliates or retention as an employee owner of two percent (2%) or independent contractor, any person who during the previous 12 months was an employee less of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities stock of any company having securities listed on a national securities exchange or regularly traded in the over-the-counter market market), or through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any business involving, relating or similar to, directly or indirectly, the business of Purchaser, WARP or SPIDER. During the same period, the SPIDER Insiders and their Affiliates shall notnot (except as an employee or consultant of Purchaser, WARP or SPIDER or their Affiliates), and shall not permit any of itselftheir respective employees, be deemed inconsistent with clause agents or others then under their control to, directly or indirectly, on behalf of themselves or any other Person, (i) call upon, accept competitive business from, or solicit the competitive business of any Person who is, or who had been at any time during the preceding two (2) years, a customer or supplier of Purchaser, WARP or SPIDER, or (ii) recruit or otherwise solicit or induce any person who is an employee or consultant of, or otherwise engaged by Purchaser, WARP or SPIDER or any successor to the businesses thereof to terminate his or her employment or other relationship with Purchaser, WARP or SPIDER or such successor, or hire any person who has left the employ of Purchaser, WARP or SPIDER or any such successors during the preceding two (2) years. The SPIDER Insiders shall not at any time, directly or indirectly, use or purport to authorize any Person to use any name, mark, logo, a trade dress or other identifying words or images which xxx the same as or similar to those used currently or in the past by Purchaser or SPIDER in connection with any product or service, whether or not such use would be in a business competitive with that of Purchaser, WARP or SPIDER. The SPIDER Insiders acknowledge that compliance with the restrictions set forth in this Section 11(a)7.1 will not prevent them from earning a livelihood. As used herein, the phrase "competitive business" means any business competitive with the type of business engaged in by Purchaser, WARP or SPIDER or any of their Subsidiaries or Affiliates at the date hereof.

Non-Competition. As a condition to (a) Until the right third anniversary of the Executive to receive severance payments hereunderClosing Date, neither Tolkoff nor the Executive mustTolkoff Partnership or their respective Affiliates shall, upon termination of his anywhere in North America or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsEurope, directly or indirectly, during and within the scope of his employment alone or in association with the Company any other Person, firm, corporation or other business organization, unless consented to in writing by MedSource, (A) acquire or own in any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influencemanner, any employee interest in any Person that is engaged in the business of the Company as it was conducted immediately prior to the Closing Date or competes in any way with the business of its affiliates the Company as it was conducted immediately prior to terminate employment; the Closing Date, (B) engage in the business of the Company as it was conducted immediately prior to the Closing Date or compete in any way with the business of the Company as it was conducted immediately prior to the Closing Date, (ivC) solicitbe employed in any capacity by, hire or retain serve as an employee or independent contractorof, or assist any third party consultant or advisor to, or otherwise participate in the solicitation, hire, management or retention as an employee or independent contractoroperation of, any person who during Person that is engaged in the previous 12 months was an employee business of the Company as it was conducted immediately prior to the Closing Date or competes with the business of the Company as it was conducted immediately prior to the Closing Date in any affiliateway; provided, however, that activities engaged in by or on behalf notwithstanding the foregoing, (i) Tolkoff, the Tolkoff Partnership and their Affiliates (collectively and not individually) may own up to five percent (5%) of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity voting securities of any company having securities listed on a securities exchange or regularly publicly-traded company; (ii) Tolkoff's ownership of certain membership interests in, manager participation in the over-the-counter market and employment by Seedling shall not, of itself, not be deemed inconsistent with clause (i) a violation of this Section 11(a7.4(a); and (iii) Tolkoff may continue to serve on the board of directors of (or, if a limited liability company, in a manager or member role similar to that exercised by a board of directors) or act as an advisor to those entities listed on Schedule 7.3, and neither Seedling nor those entities listed ------------ on Schedule 7.3 hereof shall be subject to this Section 7.4(a) as a result of ------------ Tolkoff's service.

Non-Competition. As a condition to (a) Each Seller covenants and agrees that on and after the right Closing Date, and until the twenty-four (24)-month anniversary of the Executive to receive severance payments hereunderClosing Date (the "Restricted Period"), the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will such Seller shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior and shall cause their respective Affiliates to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsnot, directly or indirectly, during individually or for or with any Person (whether as a consultant, employee, equity or debt holder, officer, director, or otherwise), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless or broadcast communications tower or site within two (2) miles of any Tower Asset (other than the communications tower sites owned by Affiliates and identified in Section 5.12 of the Disclosure Schedule). During the Restricted Period, no Seller nor their respective Affiliates shall (i) solicit, employ, retain as a consultant, interfere with or attempt to entice away from Purchaser, any individual who is, has agreed to be or within twelve (12) months of such solicitation, employment, retention, interference or enticement has been, employed or retained by Purchaser, its Affiliates or any successor to any of the scope foregoing or (ii) engage or participate in any effort or act to induce any customers, suppliers, Associates or independent contractors of his Purchaser, its Affiliates or any successor to any of the foregoing to cease doing business or their association or employment with Purchaser, its Affiliates or any successor to the Company foregoing. The Restricted Period shall be tolled with respect to Sellers and their respective Affiliates during any period of violation of this covenant not to compete by any of them and during any other period required for litigation during which Purchaser seeks to enforce this covenant against any of Sellers or any of their Affiliates. In the event that any of the covenants contained in this Section 5.12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its affiliatesextending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to curtail extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Each Seller acknowledges that both the twenty-four (24)-month length of time and the geographic scope set forth in this Section 5.12 are considered by it to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business. The restrictive covenants contained in this Section 5.12 are each covenants independent of any other provision of this Agreement, and the existence of any Claim which any of Sellers may allege against any other party to this Agreement, whether based on this Agreement or cancel their business with otherwise, shall not prevent the Company or any such affiliate; (iii) induce, or attempt to influence, any employee enforcement of these covenants. Each Seller acknowledges that Purchaser is purchasing the goodwill of the Company or and the Business and the covenants contained in this Section 5.12 are essential to the protection of Purchaser's investment in the Company and the Business and that Purchaser would not purchase the Business but for these covenants. Each Seller agrees that a breach by any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) Sellers of this Section 11(a)5.12 shall cause irreparable harm to Purchaser and the Business and that Purchaser's remedies at Law for any breach or threat of breach of the provisions of this Section 5.12 shall be inadequate, and that Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this Section 5.12 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which Purchaser may be entitled at Law.

Non-Competition. As a condition The Employee acknowledges that the services to --------------- be rendered by her to the right Company are of the Executive to receive severance payments a special and unique character. In consideration of her employment hereunder, the Executive mustEmployee agrees, upon termination of his or her employment, enter into a binding agreement with for the Company agreeing that that, without the written consent benefit of the BoardCompany, the Executive that she will not, at any time during the Term of this Agreement, and thereafter for a period of two years following one (1) year commencing on the date of termination of employmenther employment with the Company in the event that the Employee terminates her employment hereunder at any time during the Term for any reason (other than pursuant to Section 6.2 hereof), acting alone or in conjunction with others(a) engage, directly or indirectly (i) engage (either indirectly, whether as ownerprincipal, investoragent, distributor, representative, consultant, employee, partner, stockholder, employer, employee, consultant, advisor, limited partner or directorother investor (other than an investment of not more than (i) in any business in which he has been directly engaged on behalf one percent (1%) of the Company stock or equity of any affiliate, corporation the capital stock of which is publicly traded or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers five percent (5%) of the Company ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any activity or business venture which is in competition with the business then conducted by the Company, any of its subsidiaries or any of its corporate affiliates with whom (including, without limitation, Norton, Miss Xxxxx, Inc. and Xxxx-Xx Knitwear, Inc., each a Delaware corporation) (collectively, the Executive has had contacts "Company Group"), (b) solicit or relationshipsentice or endeavor to solicit or entice away from any member of the Company Group any person who was an officer, employee or consultant of any member of the Company Group, either for her own account or for any individual, firm or corporation, whether or not such person would commit any breach of her contract of employment by reason of leaving the service of a member of the Company Group, and the Employee agrees not to employ, directly or indirectly, during and within the scope any person who was an officer or employee of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee member of the Company Group or who by reason of such position at any time is or may be likely to be in possession of its affiliates any confidential information or trade secrets relating to terminate employment; the businesses or (iv) solicit, hire or retain as an employee or independent contractor, or assist products of any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee member of the Company Group, or (c) solicit or entice or endeavor to solicit or entice away from any affiliate; provided, however, that activities engaged in by or on behalf member of the Company are not restricted by this covenant. The provisions Group any customer or prospective customer of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each any member of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of Company Group, either for her own account or for any company having securities listed on a securities exchange individual, firm or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)corporation.

Non-Competition. As a condition Unless otherwise agreed by the Company and subject to the right Section 12(d), each of the Executive to receive severance payments hereunderMembers and Reckson, the Executive muston behalf of itself and its respective Affiliates, upon termination of his or her employmenthereby severally warrants, enter into a binding agreement covenants and agrees with the Company agreeing and each other Member and Reckson that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereofneither it nor its Affiliates will, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; applicable Restrictive Covenant Period (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsas defined below), directly or indirectly, during without the prior written consent of the Company and within the scope of his employment each Member and Reckson, engage in or be interested in any business which is competitive with the Company's Business in the localities where the Company has active operations pursuant to the Plan for the Company nor during such period shall it or any of its affiliatesAffiliates retain or hire (on behalf of itself or any other person) any person who is or was an employee, to curtail consultant or cancel their business with agent of the Company (other than any such person whose duties do not include activities that are material to the management, administration or operations of the Company's Business) unless that person was in the employ of, or a consultant or agent of, the Member, Reckson or any of their respective Affiliates prior to being so for the Company. For the purposes of this Agreement, a party shall be deemed to be directly or indirectly interested in a business if such affiliateparty is or shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, member, individual proprietor, lender, investor, consultant or otherwise, unless such interest is limited solely to the passive investment ownership of twenty percent (20%) or less of the equity interests or debt of any company, as the case may be. For purposes of this Agreement, the "Restrictive Covenant Period" shall mean the period that commences on the date hereof and expires one (1) year after the date which is the earlier of the date: (i) that such Member no longer holds, or has any beneficial interest in, any membership interest; or (ii) of an IPO or (iii) inducein the case of Reckson, when RSI no longer holds, or attempt to influencehas any beneficial interest in, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)membership interests.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, the Executive will not, at any time during the Term and for a period of two years following termination of employmentExecutive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he she has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the any geographic area of New York, New Jersey, Pennsylvania, in which such business was conducted or Delawareplanned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a10(a).

Non-Competition. As a condition Each of the Sellers understands that Buyer shall be entitled to protect and preserve the going concern value of the business of Target and its Subsidiaries to the right extent permitted by Law and that Buyer would not have entered into this Agreement absent the provisions of the Executive to receive severance payments hereunderthis Section 6(d)(i) and, the Executive musttherefore, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of from the Closing Date until two (2) years following termination of employmentafter such time (the “Restricted Period”), acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipseach Seller shall not, directly or indirectly, during and within (A) engage in activities or businesses, or establish any new businesses (in each case whether as an owner, officer, director, manager, partner, employee, independent contractor, consultant or otherwise), that provides automobile or truck financing loans, or otherwise assists in the scope provision of his employment or arranges for automobile or truck financing loans, primarily to United States military personnel (whether in the United States or elsewhere), or otherwise competes with the Company business conducted by the Target as of the Closing Date or as contemplated to be conducted by Target or its Subsidiaries as set forth in the Confidential Memorandum, or (B) influence or attempt to influence any supplier, licensor, licensee, strategic partner, distributor or customer to terminate or modify any Contract (or any course of dealing thereunder) with Target or any of its affiliatesSubsidiaries (collectively, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate“Competitive Activities”); provided, however, that activities engaged in the foregoing provisions shall not prohibit (x) any Seller from owning up to 2% of the outstanding voting securities of a publicly-traded company so long as neither such Seller, nor any of its Affiliates, seeks to influence or control, or is otherwise involved as an officer, director, manager or employee of, or independent contractor or consultant to, such publicly-traded company, (y) ownership of one or more automobile dealers or dealerships by any Seller, or (z) Xxxxxx from performing services as an employee of Target or its Affiliates after the Closing Date on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), Target and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)its Affiliates which could constitute Competitive Activities.

Non-Competition. As (a) During the Restricted Period, in the Restricted Geographic Area each of the Sellers, each of their respective affiliates, and Westar (on behalf of itself and any Person in which Westar has made, or may in the future make, an Investment or advanced funds to (for so long as such Investment or advance is outstanding)), agree not to, directly or indirectly, alone or as a condition partner, officer, director, employee, consultant, agent, independent contractor, member or stockholder of any Person, engage in any business activity in the Restricted Area which is directly or indirectly in competition with or intended to compete with the products or services of the Business, or which is directly or indirectly detrimental to the right Business; PROVIDED, HOWEVER, that the record or beneficial ownership by the Sellers as a passive investor of one percent (1%) or less of the Executive outstanding publicly traded capital stock of any such Person for investment purposes shall not be deemed to receive severance payments hereunder, be in violation of this Section 4.5 so long as the Executive must, upon termination of his or her employment, enter into a binding agreement with Sellers do not breach Section 4.6 and do not provide any services related to the Company agreeing that Business to such Person. The Sellers further agree that, without during the written consent of Restricted Period, in the BoardRestricted Geographic Area the Sellers shall not in any capacity, the Executive will noteither separately, at any time for a period of two years following termination of employment, acting alone jointly or in conjunction association with others, directly or indirectly do any of the following: (ia) engage employ or seek to employ any Person or agent who is then employed or retained by the Business, the Purchasers or their Affiliates (either as owneror who was so employed or retained at any time within the two (2) years prior to the date the Sellers employ or seek to employ such Person); (b) solicit, investorinduce, or influence any proprietor, partner, stockholder, employerlender, director, officer, employee, joint venturer, investor, consultant, advisoragent, lessor, supplier, customer or directorany other Person which has a business relationship with the Business, the Purchasers or their Affiliates, at any time during the Restricted Period, to discontinue or reduce or modify the extent of such relationship with the Business, the Purchasers or its Affiliates; and (c) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any business in which he has been directly engaged on behalf of the Company Business', the Purchasers' or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateAffiliates' identified potential acquisition candidates; provided, however, that activities engaged the foregoing restrictions shall terminate as to the Purchasers in by or on behalf the event of either a liquidation of the Company are Sellers or the Business or the cessation of operations of the Business. Notwithstanding the foregoing, Section 4.5 shall not restricted by this covenantbind Westar's limited partner, George L. Argyros. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)."

Non-Competition. As a condition to the right In consideration of the Executive benefits of this Agreement to receive severance payments hereunder, the Executive must, upon termination of his or her employment, Allbritton and as a materiax xxxxxxxxnt to IBC to enter into a binding agreement with this Agreement and pay the Company agreeing that Merger Consideration, Allbritton hereby covenants xxx xxxxxs that, without commencing at the written consent Effective Time and ending on the third anniversary of the BoardEffective Time, the Executive will he shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersand Allbritton will cause his Axxxxxxxxx and representatives not to, directly or indirectly (i) engage (either indirectly, as owner, investorproprietor, partner, stockholder, employerdirector, executive, officer, employee, consultant, advisorjoint venturer, investor or in any other capacity, engage in, or director) in any business in which he has been directly engaged on behalf of the Company own, manage, operate or any affiliatecontrol, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, participate in the geographic area ownership, management, operation or control, of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsentity which engages, directly or indirectly, during and in the business of banking (including, without limitation, the solicitation of deposits) within the scope territory circumscribed by a fifty-mile radius of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee banking premise of the Company or any of its affiliates Bank in existence immediately prior to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateEffective Time; provided, however, that activities engaged in by or on behalf of the Company are foregoing shall not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), prohibit either Shareholder from purchasing and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of holding as an investment not more than one percent 1% of the equity any class of publicly traded securities of any company having securities listed on a securities exchange or regularly traded entity which conducts the business of banking, so long as such Shareholder does not participate in any way in the over-the-counter market shall notmanagement, operation or control of itselfsuch entity; and provided further, be deemed inconsistent with clause (i) however, that the provisions of this Section 11(a)sentence shall not restrict Riggs National Corporation, x Xxlaware corporation, or any of its subsidiaries, including Riggs Bank, N.A., a nationax xxxking association, from engaging in any business in any location. Furthermore, from and after the Effective Time, neither of the Shareholders nor any of their respective Affiliates or representatives shall use any proprietary customer list, other similar records of the holders of accounts that constitute deposits of the Bank or any other proprietary lists, records, information or documents of the Bank or University for any purposes, including, without limitation, to solicit deposits, loans, or other products or services, all of such lists, records, information and documents to remain the property of the Surviving Corporation.

Non-Competition. As (a) Xxxx agrees that he will not: (i) during the period he is employed under this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a condition to the right of the Executive to receive severance payments hereunderconsultant to, the Executive mustor be a director, upon termination of his officer, employee, owner, member or her employmentpartner of, enter into a binding agreement any other business or organization that is or shall then be competing with the Company agreeing Company, (ii) during the period he is receiving payments under Section 9 of this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that thatis or shall then be competing with the Company, without the written consent of the Board, the Executive will not, at any time and (iii) for a period of two years following termination of employment, acting alone or in conjunction with othersone (1) year after he ceases to be employed by the Company under this Agreement, directly or indirectly (i) engage (either indirectly, compete with or be engaged in the same business as ownerthe Company, investoror be employed by, partneror act as consultant to, stockholderor be a director, employerofficer, employee, consultantowner, advisormember or partner of, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliateorganization which, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such terminationcessation, competes with or is engaged in the geographic area of New Yorksame business as the Company, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of except that in each case the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs this Section 6 will not be deemed breached merely (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of because Xxxx owns not more than one five percent (5.0%) of the equity securities outstanding common stock of any company having securities a corporation, if, at the time of its acquisition by Xxxx, such stock is listed on a national securities exchange exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market shall notby a member of a national securities exchange; (ii) Xxxx is a passive investor in any fund in which he has no investment discretion; or (iii) Xxxx is a senior executive at a company whose business lines include a competing business, provided that Xxxx has broad management responsibilities of itselfa senior executive at such a company for the overall business operations and is not employed solely or primarily in connection with the portion of such company that operates the competing business lines, be deemed inconsistent with clause (i) and further provided that such competing business lines do not constitute more than 20% of the revenues of such company. For example, Xxxx would not breach this Section 11(a)covenant not to compete by virtue of his being employed as a senior executive at a company such as SONY Corporation or Philips Corporation, or any affiliate or either, whose business and operations include competing business lines that generate revenues less than 20% of the revenues of the business entity or division or his employer, provided that he exercises broad management responsibilities over aspects of all such businesses and operations of his employer and other executives have primary responsibility for the management of the competing business lines.

Non-Competition. As a condition to the right of the The Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that hereby agrees that, without during the written consent of the Board, the Executive will not, at any time Term and for a period of two years eighteen (18) months following the termination of employmenthis employment under this Agreement, acting alone or in conjunction with othershe will not, directly or indirectly and in any way, (a) 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 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) engage any project, financing or customer that the Company (either as owner, investor, partner, stockholder, employer, employee, consultant, advisoror any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or director) in any business in which he has been directly engaged on behalf letter of the Company supply or any affiliate, other supplier contract or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned arrangement entered into by the Company (or an any affiliate at or subsidiary of the time Company), and all extensions, renewals and resolicitations of such terminationcontracts or arrangements, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company Company) is actively negotiating with any other party, or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induceany 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 influencehire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of its affiliates 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 terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, endeavor to hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee . The effective time of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted limitations imposed by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above Section 13 shall be separate and distinct commitments independent extended for the period of each time equal to any period of time during which the other subparagraphs. It is agreed Executive acts in circumstances that court of competent jurisdiction finds to have violated the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) terms of this Section 11(a).13. Because of the Executive's knowledge of the Company's business, in the event of the Executive's actual or threatened breach of the provisions of this Section 13, the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive

Non-Competition. As a condition to During the right period of Executive’s employment with any member of the Executive to receive severance payments hereunderCompany Group and continuing until the later of (i) June 30, 2026 or (ii) one (1) year after Executive’s service as a director of Parent terminates (the date of such termination, the Executive must“Director Termination Date”), upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at and will not permit any time for a period of two years following termination of employmentother person controlling, acting alone controlled by or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsunder common control, directly or indirectly, during with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and within absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the scope of his employment ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with the Company or in any manner connected with, lend his, her, or its name or any of similar name to, lend his, her or its affiliates, to curtail credit or cancel their business with the Company render services or any such affiliate; (iii) induce, or attempt to influenceadvice to, any employee of Competitive Business anywhere throughout the Company or any of its affiliates to terminate employment; or (iv) solicitlower 48 contiguous United States, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i)nothing herein will be deemed to prevent Executive from acquiring through market purchases and owning, (ii)solely as an investment, (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more less than one percent (1%) in the aggregate of the equity securities of any company having securities entity that derives more than fifty percent (50%) of its gross revenues from the conduct of any Competitive Business, whose shares are registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed or admitted for trading on a any United States national securities exchange or regularly traded are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (within the over-the-counter market shall notmeaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, of itselfhowever, that nothing herein will be deemed inconsistent with clause (i) to prevent Executive from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business or any entity involved in a Competitive Business. For purposes of this Section 11(aAgreement, “Competitive Business” means any business conducted by any member of the Company Group as of Director Termination Date (including any business where strategic plans were in place as of Director Termination Date for any member of the Company Group to engage in such business).

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunderExcept as provided on Schedule 5.12, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly beginning on the Closing Date and ending on the three (i3) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf year anniversary of the Company or Closing Date, neither Seller nor any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipssubsidiary thereof shall, directly or indirectly, during and within the scope of his employment with the Company either for itself or any of its affiliatesother Person, to curtail or cancel their business with the Company or any such affiliate; (iii) induceown, manage, operate, control, or attempt to influenceparticipate in the ownership, management, operation (including marketing, advertising and sales) or control of, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicitPerson engaged in a Competing Business, hire or retain including, without limitation, as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatea mobile virtual network operator; provided, however, that activities engaged (a) nothing set forth in by this Section 5.12 shall prohibit Seller or on behalf any subsidiary thereof from owning 10 percent or a lesser percentage in the aggregate of the Company are not restricted by this covenant. The provisions equity of subparagraphs any entity that owns, manages, operates or controls a Competing Business so long as (i)) Seller or such subsidiary does not direct or cause the direction of the management and policies of such entity, and (ii) Seller or such subsidiary does not use or allow the use, directly or indirectly, of any trade name, trademark or service xxxx of Seller or any subsidiary thereof in the operation of the Competing Business of such entity; and (b) this Section 5.12 shall no longer apply to Seller or any subsidiary thereof in the event that, following the Closing, a Person acquires Seller or such subsidiary through (i) an acquisition of all of the equity interests of Seller or such subsidiary, (ii)) an acquisition of substantially all of the assets of Seller or such subsidiary, or (iii)) through a merger with Seller or such subsidiary. Except as provided in paragraphs 1 and 2 of Schedule 5.12, for a period beginning on the Closing Date and ending on the three (iv3) above shall be separate and distinct commitments independent of each year anniversary of the Closing Date, neither Seller nor any subsidiary thereof shall (a) assign to any of their Affiliates (other subparagraphs. It is agreed that than a wholly-owned subsidiary of Seller) any authorizations from the ownership of not more than one percent FCC to provide wireless communications services in the Seller Service Area, or (b) except to the extent permitted by clause (b) of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) preceding paragraph of this Section 11(a)5.12, permit any Person to use, either directly or indirectly, any trade name, trademark or service xxxx of Seller or any subsidiary thereof in the Seller Service Area. For purposes of this Section 5.12, a “Competing Business” shall mean a system or business that provides Commercial Mobile Radio Services, as defined under 47 C.F.R. 20.9, in the Seller Service Area.

Non-Competition. As a condition to (a) For the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two five years following termination commencing on the Closing Date (the "Relevant Period"), each of employmentSellers agrees that he/she shall not directly or indirectly, acting alone or in conjunction with othersas an officer, directly or indirectly (i) engage (either as owneragent, investoremployee, partnerdirector, member, manager, stockholder, employer, employee, consultant, advisor, partner of or director) investor in any business in which he has been directly engaged on behalf of Person other than the Company or any affiliateCorporation, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company Purchaser or any of its affiliates with whom Affiliates (except as to the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership acquisition of not more than one two percent of the equity outstanding stock of any corporation the securities of any company having securities listed which are traded on a regular basis on a recognized securities exchange or regularly traded in the over-the-counter market markets) own, manage, operate or Control, or participate in the ownership, management, operation or Control of, or work for or permit the use of their name by, any business or activity which is at the time competitive with the business of the Corporation, Purchaser or any of its Affiliates as carried on as of the date hereof. In addition to, and not in limitation of, the foregoing, throughout the Relevant Period, neither of Sellers, alone, or as a member, manager, officer, employee or agent of any partnership or limited liability company, or as an officer, agent, employee or director of any corporation (other than the Corporation, Purchaser or its Affiliates) shall, for himself/herself or for others, solicit or accept business of the nature of that in which any of the Corporation, Purchaser or its Affiliates is then engaged from any Person which shall nothave been a customer, client or supplier of itselfthe Corporation, Purchaser or its Affiliates at any time within the two years preceding any such solicitation. While the restrictions set forth above are considered by the parties to be deemed inconsistent reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for technical reasons unforeseen, and accordingly if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of Purchaser or any of its Affiliates but would be valid if part of the wording thereof were deleted or the periods (if any) thereof reduced or the range of activities or areas dealt with clause (i) of this Section 11(a)thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Non-Competition. As a condition to a. Executive acknowledges and recognizes the right highly competitive nature of the Executive to receive severance payments hereunderbusinesses of the Company and its affiliates and accordingly agrees, effective as of the Executive must, upon termination date of his or her employment, enter into a binding agreement Executive’s commencement of employment with the Company agreeing that thatCompany, without the Company’s prior written consent of the Boardconsent, the Executive will shall not, directly or indirectly, (i) at any time for a period of two years following termination of employmentduring or after Executive’s employment with the Company, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in disclose any Confidential Information pertaining to the business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates subsidiaries, except in connection with whom the Executive has had contacts performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or relationshipsdesirable, or when required by law, administrative or judicial process; or (ii) at any time during the Noncompete Period (as hereinafter defined) directly or indirectly, during and within the scope (A) be engaged in or have a financial interest (other than a passive ownership position of his employment with the Company less than 5% in any company whose shares are publicly traded or any of its affiliates, to curtail or cancel their business with the Company non-voting non-convertible debt securities in any company or any such affiliate; (iiiinvestment the Executive owns through a mutual fund, private equity fund or other pooled account) induce, or attempt to influence, in any employee business which competes with a business of the Company or any of its affiliates subsidiaries, which business of the Company (or any of its subsidiaries) provided, at least five percent (5%) of the gross revenues of the Company and its subsidiaries in the full fiscal year of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to terminate employment; provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (ivB) solicit, hire solicit or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, offer employment to any person (other than Executive’s secretary or other personal assistant who during the previous 12 months was an employee of reports directly to Executive) who is employed by the Company or any affiliateof its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment); provided, however, this restriction shall not apply to any person who shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding the foregoing, nothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that activities engaged in controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as the entity, subsidiary or division by or on behalf of which Executive may be employed is not itself a Competitor. If Executive is bound by any other agreement with the Company are not restricted by this covenant. The regarding the use or disclosure of confidential information, the provisions of subparagraphs this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 9, (x) “Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of (i)) if terminated within nine months after a new Chief Executive Officer is hired, six months following the date Executive ceases for any reason to be employed by the Company, or (ii)) if terminated following the nine month period after a new Chief Executive Officer is hired, (iii)eighteen months following the date Executive ceases for any reason to be employed by the Company, and (ivy) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).“

Non-Competition. As a condition to (i) During the right of the Executive to receive severance payments hereunderNon-Compete Period, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly 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) provide services to any entity if (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in during the preceding 12 months more than 10% of the revenues of such entity and its affiliates is derived from any business in from which he has been directly engaged the Employer derived more than 10% of its revenues during such period (such percentage determined on behalf of a pro forma basis for any business acquired during such 12 month period as if the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate acquisition had occurred at the time beginning of such termination, in the geographic area of New York, New Jersey, Pennsylvania, 12 month period) (a “Material Business”) or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom services to be provided by the Executive has had contacts or relationships, directly or indirectly, during are competitive with a Material Business and within substantially similar to those previously provided by the scope of his employment with Executive to the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateEmployer; provided, however, that activities engaged following a Change in by Control, this Section 7(d)(i)(B)(i) shall not apply to the Executive, or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i)C) own an interest in any entity described in subsection (B)(i) immediately above; provided, (ii)however, (iii)that Executive may own, and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity as a passive investor, securities of any company having such entity that has outstanding publicly traded securities listed on a securities exchange or regularly traded so long as his direct holdings in any such entity shall not in the over-the-counter market shall not, aggregate constitute more than 5% of itself, be deemed inconsistent with clause (i) the voting power of such entity. For purposes of this Section 11(a7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he 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 Employer, 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 Employer and equitable enforcement of the covenant would be proper.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentthereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition Xxxxxxx covenants and agrees that during his employment hereunder and for (i) the one (1) year period after his employment hereunder is terminated by Auto for cause pursuant to Section 8(a)(i) or Disability pursuant to Section 8(a)(ii) or by Xxxxxxx without Good Reason or (ii) the period after his employment hereunder is terminated and during which Xxxxxxx receives his Base Compensation pursuant to the right terms of the Executive to receive severance payments hereunderSection 8(b)(iii) hereof, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thathe will not, without the prior written consent of Auto, (a) compete with the Board, the Executive will not, at any time for a period business of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company Auto or any of its subsidiaries or affiliates with whom (as such business is operated as of the Executive has had contacts or relationshipsdate of termination of this Agreement) and, in particular, he will not without such consent, directly or indirectly, during and within own, manage, operate, finance, join, control or participate in the scope ownership, management, operation, financing or control of, or be connected as a director, officer, employee, partner, consultant or agent with, any business in competition with or similar to the business of his employment with the Company Auto or any of its affiliates, to curtail subsidiaries or cancel their affiliates (as such business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee is operated as of the Company or any date of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee termination of the Company or any affiliatethis Agreement); provided, however, that activities engaged in by or on behalf Xxxxxxx may own up to five (5%) percent of the Company are capital stock of any publicly traded corporation in competition with the business of Auto or any of its subsidiaries or affiliates, and (b) divert, take away or interfere with or attempt to divert, take away or interfere with any present or former employee or customer of Auto or any of its subsidiaries or affiliates. In the event Auto determines not restricted to renew this Agreement, the provisions of this Section 9 shall no longer be applicable; provided, however, that for the one (1) year period following the expiration of this Agreement Xxxxxxx shall not divert, take away or interfere with or attempt to divert, take away or interfere with any present or former employee or customer of Auto or any of its subsidiaries or affiliates. In the event that the provisions of this Section 9 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum permitted by applicable law. Xxxxxxx acknowledges and agrees that the foregoing covenant is an essential element of this Agreement and that, but for the agreement of Xxxxxxx to comply with the covenant, Auto would not have entered into this Agreement, and that the remedy at law for any breach of the covenant will be inadequate and Auto, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. The provisions of subparagraphs this Section 9 shall no longer be applicable if (i)x) Auto ceases to have any business activities or (y) Auto fails, (ii)after the termination hereof, (iii), and (iv) above shall be separate and distinct commitments independent of each to make any of the other subparagraphs. It is agreed that the ownership payments of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of Base Compensation to Xxxxxxx under this Section 11(a)Agreement.

Non-Competition. As a condition For purposes of this Section 8, all references to the right Company shall be deemed to include all of the Executive Company's affiliates and subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement compete with the Company. During his employment by the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time and for a period of two years following one (1) year after the expiration of this Agreement or earlier termination of employmentthis Agreement pursuant to its terms (the "Restricted Period"), acting the Employee shall not engage, directly or indirectly, or have an interest, directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in conjunction association with others, directly as principal, officer, agent, employee, director, partner or indirectly stockholder (except with respect to his employment by the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or substantially similar to that engaged in by the Company or any vendor, supplier or distributor of the Company during the term of Employee's employment by the Company, or any line of business or acquisition that the Company either (i) engage (either as ownercontemplates entering into, investor, partner, stockholder, employer, employee, consultant, advisorwhether or not actually entered into, or director(ii) in has obtained due diligence or other information on during Employee's employment with the Company (it being understood hereby, that the ownership by the Employee of 5% or less of the stock of any business in which company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the Restricted Period and for one year thereafter, the Employee shall not, nor shall he has been permit any of his employees, agents or others under his control to, directly engaged or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding two (2) years a customer of the Company or any affiliatesuccessor to the business of the Company, or has supervised as an executive thereof, during the last two years prior otherwise divert or attempt to such termination, or which was engaged in or planned by divert any business from the Company or an affiliate at the time of any such termination, in the geographic area of New York, New Jersey, Pennsylvaniasuccessor, or Delaware; (ii) directly or indirectly recruit or otherwise solicit or induce any customers person who is an employee of, or otherwise engaged by, the Company or any successor to the business of the Company to terminate his or her employment or other relationship with the Company or such successor, or hire any person who has left the employ of the Company or any such successor during the preceding two (2) years. Employee further agrees that if any such customer contacts Employee during the Restricted Period in respect of its affiliates doing business with whom Employee, Employee will advise such customer of the Executive has had contacts or relationshipsrestrictions on his ability to do business with such customer contained herein. The Employee shall not at any time, directly or indirectly, during and within use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the scope of his employment with same as or similar to those used at any time by the Company in connection with any product or any of its affiliatesservice, to curtail whether or cancel their not such use would be in a business competitive with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee that of the Company Company. Any breach or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in violation by the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee Employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)8 shall toll the running of any time periods set forth in this Section 8 for the duration of any such breach or violation.

Non-Competition. As a condition (a) In order to the right induce LSAI to enter into this --------------- Agreement, each of the Executive to receive severance payments hereunderNPLI Shareholders covenants and agrees that from the Closing until January 1, the Executive must2001, upon termination he shall not, and shall not permit any of his or her employmentAffiliates, enter into a binding agreement with the Company agreeing that that(i) to engage in any business similar to, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction any way competitive with, that carried on by NPLI as constituted on the date of this Agreement within any county in any state in which NPLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI or its Affiliates), (ii) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisorcanvass or otherwise contact or accept any business or transaction from any present or former clients of NPLI, or director) in take any business in action which he has been directly engaged on behalf shall cause the termination or curtailment of the Company business relationship between NPLI (and/or its successor or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (iisuccessors) induce any customers of the Company or and any of its affiliates with whom the Executive has had contacts present or relationshipsformer customers relating to a Competitive Business, (iv) directly or indirectly, without the prior written consent of LSAI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or at any time during and within the scope such period shall be, an employee of his employment with the Company LSAI or NPLI or other their Affiliates, or any of its affiliatestheir respective successors, to curtail terminate or cancel refrain from renewing or extending his or her employment with LSAI, NPLI or their business with the Company or any such affiliate; (iii) induceAffiliates, or attempt to influence, any employee of the Company or any of its affiliates their respective successors, except this clause shall not apply to terminate employment; any such employee whose employment shall have been terminated by LSAI, NPLI or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party their Affiliates. This covenant and agreement is included herein in order to protect the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee value of the Company or any affiliate; provided, however, business of NPLI being acquired by LSAI pursuant to this Agreement and to assure that activities engaged in by or on behalf LSAI and NPLI shall have the full benefit of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)value thereof.

Non-Competition. As a condition to a. Executive acknowledges and recognizes the right highly competitive nature of the Executive to receive severance payments hereunderbusinesses of the Company and its affiliates and accordingly agrees, effective as of the Executive must, upon termination date of his or her employment, enter into a binding agreement Executive’s commencement of employment with the Company agreeing that thatCompany, without the Company’s prior written consent of the Boardconsent, the Executive will shall not, directly or indirectly, (i) at any time for a period of two years following termination of employmentduring or after Executive’s employment with the Company, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in disclose any Confidential Information pertaining to the business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates subsidiaries, except in connection with whom the Executive has had contacts performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or relationshipsdesirable, or when required by law, administrative or judicial process; or (ii) at any time during the Noncompete Period (as hereinafter defined) directly or indirectly, during and within the scope (A) be engaged in or have a financial interest (other than a passive ownership position of his employment with the Company less than 5% in any company whose shares are publicly traded or any of its affiliates, to curtail or cancel their business with the Company non-voting non-convertible debt securities in any company or any such affiliate; (iiiinvestment the Executive owns through a mutual fund, private equity fund or other pooled account) induce, or attempt to influence, in any employee business which competes with a business of the Company or any of its affiliates subsidiaries, which business of the Company (or any of its subsidiaries) provided, at least five percent (5%) of the gross revenues of the Company and its subsidiaries in the full fiscal year of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to terminate employment; provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (ivB) solicit, hire solicit or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, offer employment to any person (other than Executive’s secretary or other personal assistant who during the previous 12 months was an employee of reports directly to Executive) who is employed by the Company or any affiliate; providedof its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment). Notwithstanding the foregoing, howevernothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that controls, directly or indirectly, another subsidiary, division or other entity, that activities engaged in is a Competitor, so long as the entity, subsidiary or division by or on behalf of which Executive may be employed is not itself a Competitor. If Executive is bound by any other agreement with the Company are not restricted by this covenant. The regarding the use or disclosure of confidential information, the provisions of subparagraphs (i), (ii), (iii), and (iv) above this Agreement shall be separate read in such a way as to further restrict and distinct commitments independent not to permit any more extensive use or disclosure of each of the other subparagraphsconfidential information. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) For purposes of this Section 11(a).9, (x) “Noncompete

Non-Competition. As a condition to Gxxxx acknowledges and recognizes his possession of Confidential Information (as defined in his Employment Agreement with the right Company) and acknowledges the highly competitive nature of the Executive to receive severance payments hereunder, the Executive must, upon termination business of his or her employment, enter into a binding agreement with the Company agreeing that and its affiliates and subsidiaries and accordingly agrees that, without the written consent in consideration of the Boardpromises contained herein, the Executive he will not, at any time for a period of two years following termination of employmentfrom the Separation Date through December 31, acting alone or in conjunction with others, directly or indirectly 2006 (ithe “Post-Employment Restricted Period”) engage (either as owneror invest in, investorown, partnermanage, stockholderoperate, employerfinance, employee, consultant, advisorcontrol, or director) participate in the ownership, management, operation, financing, or control of, be employed by, lend his name to, lend his credit to, or render services or advice to any business in which he has been directly engaged on behalf of that competes with the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned business then being conducted by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates or subsidiaries, provided, however, that Gxxxx may (x) purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and (y) engage in other direct to consumer marketing projects, including those involving television and those utilizing the same vendors utilized by the Company (such as, but not limited to, Koepell, Thrill Street Entertainment, Kxxxxx Xxxxxxx and West Communications), provided that such projects are not in competition with whom the Executive has had contacts business of the Company as of the Separation Date and do not have a negative impact on the Company. Gxxxx agrees that, in consideration of the promises contained herein, he will not, either individually or relationshipsas an officer, director, stockholder, member, partner, agent, consultant or principal of any other business firm, directly or indirectly, during and within solicit any business of the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of type being carried on by the Company or any of its affiliates to terminate employment; or subsidiaries during the Post-Employment Restricted Period (ivor any business of a similar type) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, from any person who during the previous 12 months or entity that was an employee a customer of the Company or any affiliate; provided, however, that activities engaged in by its affiliates or on behalf subsidiaries during the term of his employment with the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Company.

Non-Competition. As a condition The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company, the amount of sensitive and confidential information involved in the discharge of the Executive’s position as Chairman, Chief Executive Officer and President of the Company, and the harm to the right of Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the Executive to receive severance period that he is receiving payments hereunderunder this Agreement, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will he shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly in any manner or capacity (i) engage (either e.g., as owneran advisor, investorprincipal, agent, partner, stockholderofficer, employerdirector, shareholder, employee, consultantmember of any association or otherwise) engage in, advisorwork for, consult, provide advice or director) assistance or otherwise participate in any activity which is competitive with the business in which he has been directly engaged on behalf of the Company Company. The Executive further agrees that during such period he will not assist or encourage any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged other person in or planned carrying out any activity that would be prohibited by the Company or an affiliate at foregoing provisions of this Section if such activity were carried out by the time of such terminationExecutive and, in the geographic area of New Yorkparticular, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, agrees that he will not induce any employee of the Company or to carry out any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatesuch activity; provided, however, that activities engaged the “beneficial ownership” by the Executive, either individually or as a member of a “group,” as such terms are used in by or on behalf Rule 13d of the Company are not restricted by this covenant. The provisions of subparagraphs (i)General Rules and Regulations under the Exchange Act, (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent (1%) of the equity securities voting stock of any publicly held corporation shall not be a violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to compete with the company having securities listed on or any subsidiary or affiliate of the Company in violation of this Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a securities exchange court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or regularly traded any subsidiary or affiliate of the Company in violation of this Agreement. In the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) event that the Executive breaches the provisions of this Section 11(a)9, the severance benefits under section 6.2, 7.2.2 or 8.2, whichever is applicable, shall immediately terminate, the Executive shall cease to be entitled to any additional payments under this Agreement, and all stock options shall cease to be exercisable.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentthereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director, or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition For purposes of this Section 2.2, all references to the right Company shall be deemed to include all of the Executive Company’s affiliates and subsidiaries. The Optionee will not utilize the Optionee’s special knowledge of the business of the Company and the Optionee’s relationships with customers, suppliers of the Company and others to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement compete with the Company. During the Optionee’s employment by the Company agreeing that that, without and/or service as a Director of or consultant to the written consent of the Board, the Executive will not, at any time Company and for a period of two years following one (1) year after the date of termination of employmentthe Optionee’s employment with the Company and/or service as a Director of or consultant to the Company (the “Restricted Period”), acting the Optionee shall not engage, directly or indirectly, or have an interest, directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in conjunction association with others, directly as principal, officer, agent, employee, director, partner or indirectly stockholder (except with respect to the Optionee’s employment by the Company and/or service as a Director of or consultant to the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or substantially similar to that engaged in by the Company or any vendor, supplier or distributor of the Company during the term of Optionee’s employment by the Company and/or service as a Director of or consultant to the Company, or any line of business or acquisition that the Company either (i) engage (either as ownercontemplates entering into, investor, partner, stockholder, employer, employee, consultant, advisorwhether or not actually entered into, or director(ii) in has obtained due diligence or other information on during Optionee’s employment with the Company and/or service as a Director of or consultant to the Company (it being understood hereby, that the ownership by the Optionee of 5% or less of the stock of any business in which company listed on a national securities exchange shall not be deemed a violation of this Section 2.2). During the Restricted Period, the Optionee shall not, nor shall he has been permit any of the Optionee’s employees, agents or others under the Optionee’s control to, directly engaged or indirectly, on behalf of himself/herself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding two (2) years a customer of the Company or any affiliatesuccessor to the business of the Company, or has supervised as an executive thereof, during the last two years prior otherwise divert or attempt to such termination, or which was engaged in or planned by divert any business from the Company or an affiliate at the time of any such termination, in the geographic area of New York, New Jersey, Pennsylvaniasuccessor, or Delaware; (ii) directly or indirectly recruit or otherwise solicit or induce any customers person who is an employee of, or otherwise engaged by, the Company or any successor to the business of the Company to terminate his or her employment or other relationship with the Company or such successor, or hire any person who has left the employ of the Company or any such successor during the preceding two (2) years. Optionee further agrees that if any such customer contacts the Optionee during the Restricted Period in respect of its affiliates doing business with whom the Executive has had contacts or relationshipsOptionee, the Optionee will advise such customer of the restrictions on the Optionee’s ability to do business with such customer contained herein. The Optionee shall not at any time, directly or indirectly, during and within use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the scope of his employment with same as or similar to those used at any time by the Company in connection with any product or any of its affiliatesservice, to curtail whether or cancel their not such use would be in a business competitive with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee that of the Company Company. Any breach or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in violation by the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee Optionee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)2.2 shall toll the running of any time periods set forth in this Section 2.2 for the duration of any such breach or violation.

Non-Competition. As a condition to In consideration for the right compensation and benefits provided for by this Agreement, as affected by the provisions of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatSection 4(e) above, without the written consent in writing of the BoardBoard of Directors of Bank, the which may be withheld by Bank for any reason or no reason in Bank’s sole discretion, Executive will not, at any time for a that Executive shall be employed by Bank, or at any time during the period of two years eighteen (18) months following termination Executive’s Date of employmentTermination during the Protected Period, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business of any bank, bank holding company, savings bank, savings and loan association, savings and loan holding company, or other institution engaged in which he has been directly engaged on behalf the business of accepting deposits and/or making loans, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business or maintains an office within a thirty (30) mile radius of the Company or any affiliateBank’s headquarters at 00 Xxxxx Xxxxxx, or has supervised as an executive thereofXxxxxxxxx, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or DelawareXX; (ii) solicit or otherwise induce any customers customer of the Company Bank or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company Bank or any such affiliate; (iii) induce, solicit or otherwise induce or attempt to influence, influence any employee of the Company Bank or any of its affiliates affiliate to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 twelve months prior to the Date of Termination was an employee of the Company Bank or any such affiliate; provided, however, that activities engaged in by Executive by or on behalf of the Company Bank are not restricted by this covenant. The provisions of subparagraphs clauses (i), (ii), (iii), and (iv) above shall be are separate and distinct commitments commitments, each independent of each of the other subparagraphs. It is agreed that the ownership by Executive of not more than one percent (1%) of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a8(a).

Non-Competition. As a condition The Employee acknowledges that the services to --------------- be rendered by him to the right Company are of the Executive to receive severance payments a special and unique character. In consideration of his employment hereunder, the Executive mustEmployee agrees, upon termination of his or her employment, enter into a binding agreement with for the Company agreeing that that, without the written consent benefit of the BoardCompany, the Executive that he will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope period of his employment with the Company and thereafter for a period (the "Period") of two (2) years commencing on the date of termination of his employment with the Company (other than a termination by the Employee for Good Reason or by the Company not for Due Cause, in which case, the Period shall be the remainder of the Term following the date of such termination), (a) engage, directly or indirectly, whether as principal, agent, distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than an investment of not more than (i) five percent (5%) of the stock or equity of any corporation the capital stock of its affiliateswhich is publicly traded or (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any business activity or business venture which is in competition with the Business (as defined in the Purchase Agreement), it being understood and agreed that ownership or operation of the business presently conducted by Creative Retailers, Inc. shall not be prohibited by this Section 9, (b) solicit or entice or endeavor to curtail solicit or cancel their business with entice away from the Company or any such affiliate; (iii) induce, or attempt to influence, any employee member of the Company or Norton Group any of its affiliates to terminate employment; or (iv) solicitperson who was an officer, hire or retain as an employee or independent contractorconsultant of the Company, either for his own account or assist for any third party in individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the solicitationservice of the Company, hireand the Employee agrees not to employ, directly or retention as an employee or independent contractorindirectly, any person who during the previous 12 months was an officer or employee of the Company, or (c) solicit or entice or endeavor to solicit or entice away from the Company any supplier or any affiliate; provided, however, that activities engaged in by or on behalf customer of the Company are not restricted by this covenant. The provisions of subparagraphs (i)Company, (ii)either for his own account or for any individual, (iii)firm or corporation, and (iv) above shall be separate and distinct commitments independent of each which, in any case would have a significant detrimental effect on the business of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Company.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentone year thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundred percent (100%) of the Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition (a) Until the earlier to occur of (w) the right date BHGE, together with its Affiliates, no longer beneficially owns at least 20% of the Executive to receive severance payments hereunderoutstanding Company Shares, the Executive must, upon termination (x) a merger or consolidation of his or her employment, enter into a binding agreement with the Company agreeing that that, without with any other Person (other than a merger or consolidation in which the written consent Shareholders own a majority by voting power of the Boardoutstanding equity interests of the surviving or acquiring company), (y) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Executive will notassets of the Company and (z) the delivery by BHGE of a notice described in Section 6.1(f), at any time for a period except (i) with respect to their ownership of two years following termination of employmentEquity Securities in the Company and its Subsidiaries and (ii) as permitted by this Section 6.1, acting alone or in conjunction with othersneither the Shareholders nor their respective Affiliates shall engage, directly or indirectly (i) engage (either indirectly, as ownera stockholder, investor, manager, operator, member, partner, by contract or otherwise in any Company Principal Business anywhere in the United States of America or Canada. For the avoidance of doubt, the Shareholders and their respective Affiliates are permitted to engage, directly or indirectly, as a stockholder, employerinvestor, employeemanager, consultantoperator, advisormember, partner, by contract or directorotherwise in the pressure pumping business in the Gulf of Mexico or any other geographic location besides on shore (or on land) in the United States of America and Canada. This Section 6.1 shall cease to be applicable to any business in which he has been directly engaged on behalf Person upon the date such Person and such Person’s Affiliates are no longer Shareholders. Each Shareholder shall be responsible for any breach of the Company or this Section 6.1 by any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time Affiliate of such terminationShareholder. For the avoidance of doubt, in subject to the geographic area other terms and conditions of New Yorkthis Agreement, New Jersey, Pennsylvania, any Shareholder or Delaware; (ii) induce any customers of its Affiliates may provide products or services to the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during Subsidiaries. The parties hereto acknowledge and within the scope agree that for purposes of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influencethis Article VI, any employee “Affiliate” of (x) GS shall be deemed to include only West Street Energy Partner Funds (“WSEP”) and no other Affiliates of WSEP, including any GS Entities, (y) CSL shall be deemed to include only CSL Capital Management, LLC and its controlled Affiliates and no other Affiliates of CSL Capital Management, LLC and (z) BHGE shall be deemed not to include any member of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)GE Group.

Non-Competition. As a condition to (a) From the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for date hereof through a period of two years following one (1) year from the date of the expiration or termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisorthis Agreement, or directora period of one (1) in any business in which he has been directly engaged on behalf year following the date of termination or dissolution of the Company or any affiliateCompany, or has supervised as the date when Lone Star or Welspun cease to have an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, Interest in the geographic area of New YorkCompany, New Jerseywhichever is longer (the “Non-Competition Period”), PennsylvaniaWelspun shall not, or Delaware; (ii) induce any customers of the Company or any of and shall cause its affiliates with whom the Executive has had contacts or relationshipsAffiliates not to, directly or indirectly, during and within own, manage, engage in, operate, control, work for, consult with, render services for, maintain any interest in (proprietary, financial or otherwise) or participate in the scope of his employment with the Company ownership, management, operation or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influencecontrol of, any employee of the Company business, whether in corporate, proprietorship or any of its affiliates to terminate employment; partnership form or (iv) solicitotherwise, hire or retain as an employee or independent contractor, or assist any third party engaged in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliatea Competing Business in North America; provided, however, that activities the restrictions contained in this Section 11.2(a) shall not restrict (i) the acquisition by Welspun, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i)a Competing Business, (ii), ) Welspun from acting as a sales agent for a Third Party or (iii)) Welspun from selling the types of products currently manufactured at any manufacturing facility owned or leased by Welspun or its Affiliates on the date hereof. Notwithstanding anything to the contrary, and (iv) above shall be separate and distinct commitments independent if any third party not currently an Affiliate of each Welspun as of the other subparagraphs. It is agreed that date hereof during the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the overNon-the-counter market shall not, of itself, be deemed inconsistent with clause Competition Period (i) acquires fifty percent (50%) or more of the voting securities of Welspun or an Affiliate, including by way of merger or any other business combination with Welspun or an Affiliate, (ii) acquires all or substantially all assets of Welspun or an Affiliate, or (iii) otherwise acquires the right to appoint a majority of the board seats of Welspun or an Affiliate, then nothing in this Section 11.2(a) shall be a limitation on any activities of such acquiring party or any entity directly or indirectly controlling, controlled by or under common control with such acquiring party (other than Welspun or any of its respective Affiliates which are acquired and are subject to the provisions of this Section 11(a11.2(a) at the time of such acquisition, and which shall remain subject to this Section 11.2(a) after such acquisition).

Non-Competition. As (a) During any period in which the Executive serves as an employee of CompBenefits and for the greater of (i) the period Executive continues to receive Severance Pay, or (ii) a condition to period of one (1) year after the right date of termination of the Executive to receive severance payments hereunderExecutive's employment at any time, regardless of the circumstances thereof, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatshall not, without the express written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsCompBenefits, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any Person other than CompBenefits and its Affiliates whose activities, products, and/or services are in the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during and within the scope period set forth above from (i) hiring or attempting to hire for or on behalf of his employment with any Person in the Company Designated Industry any officer or Employee of CompBenefits or any of its affiliatesAffiliates, to curtail (ii) encouraging for or cancel their business with the Company or on behalf of any such affiliate; (iii) induce, Person in the Designated Industry any officer or attempt Employee to influence, any employee of the Company terminate her or her relationship or employment with CompBenefits or any of its affiliates to terminate employment; Affiliates, (iii) soliciting for or on behalf of any such Person in the Designated Industry any customer of CompBenefits or any of its Affiliates and (iv) solicit, hire or retain as an employee or independent contractor, or assist diverting to any third party such Person in the solicitation, hire, or retention as an employee or independent contractor, Designated Industry any person who during the previous 12 months was an employee customer of the Company CompBenefits or any affiliateof its Affiliates; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above nothing herein shall be separate construed as preventing the Executive from making passive investments in a Person in the Designated Industry if the securities of such Person are publicly traded and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more such investment constitutes less than one five percent of the outstanding shares of capital stock or comparable equity securities interests of any company having securities listed on a securities exchange or regularly traded in such Person. As of the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) date of this Section 11(a)Agreement, the Executive is not performing any other duties for, and is not a party to any similar agreement with, any Person competing with CompBenefits or any of its affiliates.

Non-Competition. As a condition The Employee acknowledges that he or she will acquire considerable knowledge about, and expertise in, certain areas of the Employer’s business and that he or she will have knowledge of, and contact with, customers and suppliers of the Employer and its Affiliates (as hereafter defined). The Employee further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of his or her service with the Employer, to the right serious detriment of the Executive to receive severance payments hereunderEmployer in the event that the Employee should solicit business from customers of the Employer or its affiliates. Accordingly, the Executive must, upon Employee agrees that: during his or her employment and for a period of one (1) year after termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive Employee will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) not in any business in which he has been directly engaged on behalf of the Company way be associated with or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsinvolved, directly or indirectly, during and with any person, firm, corporation or other entity engaged in any business which provides services substantially similar to the services provided by the Employer or its Affiliates within the scope metropolitan area known as Toronto and any area located within the vicinity of 20 miles from Toronto, or within the vicinity of 20 miles from any other office of the Employer, whether now operated by the Employer or hereafter operated by it; he or she will not, for a period of one (1) year after termination of his employment with or her employment, directly or indirectly, approach any customer or business partner of the Company Employer or any its Affiliates for the purpose of providing services substantially similar to the services provided by the Employer or its affiliates; he or she will not, to curtail for a period of one (1) year after termination of his or cancel their business with the Company her employment, directly or any such affiliate; (iii) induceindirectly, approach, solicit, entice or attempt to influenceapproach, solicit or entice any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent employees of the equity securities Employer or its Affiliates to leave the employment of any company having securities listed on a securities exchange the Employer; he or regularly traded in the over-the-counter market shall she will not, for a period of itselfone (1) year after termination of his or her employment, be deemed inconsistent with clause directly or indirectly, solicit orders for any articles similar to or capable of being used in place of the Goods (ias hereafter defined), from any person, firm or employer to whom, or residing or carrying on business within the area in which, the Employer has supplied Goods at any time during the twelve (12) months preceding such termination; orsupply such articles described in subparagraph 6(d) above to any person, firm or employer described in subparagraph 6(d)). For the purposes of this Section 11(a)paragraph 6, the following words and phrases shall have the following respective meanings: (I) “Affiliate” means any entity a majority of whose voting shares or securities are owned or controlled directly or indirectly by the Employer or the shareholders of the Employer, or whose control is held by the Employer or the shareholders of the Employer; and “Goods” means the articles manufactured, distributed or sold by the Employer.

Non-Competition. As a condition (i) In order to the right of the Executive induce LSAI to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatthis Agreement, without the written consent of the Board, the Executive will not, at any time for a period of two three (3) years following termination of employmentfrom Closing, acting alone (i) TWI covenants and agrees not to engage in any business similar to, or in conjunction any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement or LSAI within any county in any state in which TWI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with othersLSAI and LSI), (ii) TWI covenants and agrees not to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) each of TWI and Xxxxxxxx covenants and agrees not to (A) directly or indirectly (i) engage (either as ownersolicit, investor, partner, stockholder, employer, employee, consultant, advisorcanvass or otherwise contact or accept any business or transaction from any present or former customer of TWI, or director) in take any business in action which he has been directly engaged on behalf shall cause the termination or curtailment of the Company business relationship between LSAI or any affiliate, LSI and/or its successor or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or successors and any of its affiliates with whom their present or former customers, including without limitation those customers constituting in whole or in part the Executive has had contacts or relationshipsTWI Assets relating to a Competitive Business, and (B) to directly or indirectly, without the prior written consent of LSAI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or at any time during and within the scope such period shall be, an employee of his employment with the Company LSAI, LSI or LSAI Affiliate, or any of its affiliatestheir respective successors, to curtail terminate or cancel their business refrain from renewing or extending his or her employment with the Company LSAI or any such affiliate; (iii) induceLSI or LSAI Affiliate, or attempt to influence, any employee of the Company or any of its affiliates their respective successors, except this clause shall not apply to terminate employment; any such employee whose employment shall have been terminated by TWI, LSAI, LSI or (iv) solicitLSAI Affiliate or to become employed by or enter into a contractual relationship with NPLI, hire or retain as an employee or independent contractorLSAI, or assist any third party of their Affiliates. This covenant and agreement is included herein in order to protect the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee value of the Company or any affiliate; provided, however, TWI Assets being acquired by LSAI pursuant to this Agreement and to assure that activities engaged in by or on behalf LSAI shall have the full benefit of the Company are not restricted by value thereof. For purposes of this covenant. The provisions Agreement, One Million Two Hundred Thousand Dollars of subparagraphs (i), (ii), (iii), and (iv) above the purchase price of the TWI Assets as set forth in Section 2.2 of this Agreement shall be separate allocated to the covenants and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded agreements set forth in the over-the-counter market shall not, of itself, be deemed inconsistent with clause this subsection (i) of this Section 11(a)12.7.

Non-Competition. As a condition to The Stockholder agrees that for the right period commencing at the Closing and expiring on the later of (a) the second anniversary of the Executive Closing and (b) the date that is one year after the first date on which the Stockholder ceases to receive severance payments hereunderBeneficially Own shares representing less than the applicable Ownership Threshold or ceases to have a right to designate a Stockholder Designee or successor thereto on the Board (a) (including because the Stockholder has unilaterally irrevocably relinquished its right to appoint such designee), the Executive mustneither it nor any of its Affiliates shall, upon termination of his either directly or her employmentindirectly, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New YorkBusiness, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of act as a reseller, agent or distributor in the Company or any of its affiliates with whom the Executive has had contacts or relationshipsUnited States for anyone engaged, directly or indirectly, during and within alone or with others, in the scope of his employment with the Company or any of its affiliatesBusiness, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain act as an employee or independent contractor, or assist any third party a mobile virtual network operator in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee United States (each of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), ) and (iii), and a “Competing Business”), (iv) above shall own an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 5% of any class of security), or manage, operate, or control, or participate in or be separate connected with as a director, any Person engaged in a Competing Business (other than the Company and distinct commitments independent of each its Affiliates), or (v) manufacture, market or distribute, or allow the manufacturing, marketing or distributing of, any products or services under, or use in any way, the Business Marks in the United States in connection with the Business, other than by the Company and its Affiliates in accordance with the terms of the other subparagraphs. It is agreed Acquisition Agreement (or any license agreements entered into pursuant to Section 4.21 or Section 4.22 of the Acquisition Agreement); provided that, notwithstanding the foregoing, for three years after the closing of the Acquisition, neither the Stockholder nor its Subsidiaries shall sell, market or provide products or services to customers in the United States under the name “T-Mobile”; provided, further, that the ownership of foregoing shall not more than one percent prohibit (x) customers of the equity securities Stockholder and its Affiliates outside of any company having securities listed on a securities exchange or regularly traded the United States from receiving roaming services in the over-the-counter market shall notUnited States or (y) businesses of Seller or its Subsidiaries (other than the Company and its Subsidiaries) that are located outside of the United States and are, as of itselfthe date hereof, be deemed inconsistent engaging in activities described in the definition of Business with clause (i) customers in the United States, from continuing to engage in such activities, provided, that such products and services are not direct substitutes for wireless voice and data services. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 11(a)7.1 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to and shall reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a 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 this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition. As Each Seller acknowledges that the covenants and --------------- agreements in this Section 10.2 are a condition precedent to the right Buyer's obligations to purchase the Acquired Assets from the Sellers under this Agreement, and that the Buyer would not purchase the Acquired Assets but for agreements of each of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement Sellers with the Company agreeing Buyer in this Section 10.2. Each Seller and the Buyer acknowledges that thatfrom and after the Closing the Buyer will sell products and services to customers located throughout the world and that engagement by any Seller in the Business anywhere in the world could cause the Buyer irreparable damage. For a period from the date hereof until the fifth anniversary of the Closing Date, neither of the Sellers shall, without the prior written consent of the BoardBuyer, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, anywhere in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsworld, directly or indirectly, during and within alone or as a shareholder (other than as a holder of less than 1% of the scope capital stock of his employment with any publicly-traded corporation), partner, manager or consultant, in any business organization that is engaged or becomes engaged in a business that is the Company same or similar to the Business, or for the benefit of the Buyer subsequent to Closing, (ii) divert to any competitor of the Buyer or its Affiliates any customer of the Buyer or its Affiliates, or (iii) solicit or encourage any officer, employee or consultant of the Buyer or any of its affiliates, Affiliates to curtail leave its employ for employment by or cancel their business with the Company Sellers or any such affiliate; (iii) induce, or attempt to influence, any employee competitor of the Company Buyer or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist Affiliates. If at any third party in time the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)10.2 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and each Seller agrees that this Section 10.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. As a condition (a) The Executive agrees and acknowledges that, in connection with his employment with the Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the right of the Company. The Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that further acknowledges and agrees that, without given the written consent nature of the Boardthis information and trade secrets, the Executive will notit is likely that such information and trade secrets would inevitably be used or revealed, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within in any subsequent employment with a competitor of the scope Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company or any pursuant to this Agreement, and other good and valuable consideration, the receipt of its affiliateswhich is hereby acknowledged, to curtail or cancel their business with the Company or any such affiliate; (iii) induceExecutive agrees that, or attempt to influence, any employee while he is in the employ of the Company or and for a one (1) year period after the effective date of termination of his employment for any of its affiliates to terminate employment; or (iv) solicitreason, hire or retain as an employee or independent contractorhe shall not, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by either on his own behalf or on behalf of any third party, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise engaged directly or indirectly in competition with any business conducted or contemplated by the Company are not restricted at any time during the twelve (12) month period leading up to the termination and any other business engaged in or contemplated by this covenant. The provisions of subparagraphs the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (i), (ii), (iii), and (iv12) above shall be separate and distinct commitments independent of each month period leading up to the termination of the other subparagraphsExecutive’s employment (the “Business”). It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one two percent (2%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on a securities exchange or regularly traded in registered pursuant to the over-the-counter market shall notSecurities Exchange Act of 1934, of itself, be deemed inconsistent with clause (i) of this Section 11(a)as amended.

Non-Competition. As a condition Each Major Seller acknowledges that (a) the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the agreements and covenants contained in this Section 11 are essential to protect the right business and goodwill of the Executive Company and the Business. To induce the Buyer to receive severance payments hereunder, the Executive must, upon termination of his or her employment, CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION enter into a binding agreement with this Agreement, each Major Seller hereby severally, and not jointly, agrees that following the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time Closing Date and for a period of two years following termination of employment**** thereafter (the “Restricted Period”), acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsMajor Seller shall not, directly or indirectly, during and within own, manage, operate, join, control or participate in the scope ownership, management, operation or control of, or be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged in the business of his employment with researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or through a third party in (i) any country where the Company Buyer or any of its affiliatesAffiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to curtail the date that such other business has commenced distribution, marketing or cancel their business with the Company or any sales of generic pharmaceutical products in such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; country or (ivii) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee United States of the Company or any affiliateAmerica; provided, however, that activities engaged in nothing contained herein shall (A) prevent the purchase or ownership by or on behalf any Major Seller of the Company are not restricted by this covenant. The provisions of subparagraphs less than ten (i), (ii), (iii), and (iv10%) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the outstanding equity securities of any class of securities of a company having securities listed on a securities exchange registered under Section 12 of the Securities and Exchange Act of 1934, as amended, or regularly traded (B) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the over-the-counter market shall notownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any manner with any business engaged in the business of itselfresearching, be deemed inconsistent with clause developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (iwhether directly or through a third party) (1) outside both (x) countries where the Buyer or any of this Section 11(a)its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products and (y) the United States of America or (2) in a country other than the United States of America in which such business is engaged in such conduct before the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the location of the facilities, offices, management, properties or assets of such business.

Non-Competition. As a condition (a) Subject to the right provisions of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that thatthis Section 7.23, without the express written consent of the BoardBuyer, the Executive will notno Seller or any of Sellers' Subsidiaries or Affiliates, nor any of their respective successors or assigns (except as expressly contemplated by Section 7.23(b)), shall, at any time during the three (3) year period (the "Restricted Period") immediately following the Closing Date, directly or indirectly, for a period any Seller or any of two years following termination Sellers' Subsidiaries or Affiliates or on behalf of employment, acting alone or in conjunction with othersany other Person, directly or indirectly (i) own, manage, control or participate in the ownership, management or control of any business, or engage (either in developing, selling, manufacturing, distributing or marketing any product or service, that would be in direct competition with the Analytical Technologies Business as ownerit is currently conducted or as it is planned to be conducted based on existing Books and Records of the Analytical Technologies Business, investorwhether as an employer, proprietor, partner, stockholder, employertrustee, beneficiary, owner, joint venturer, investor, independent contractor, employee, consultant, advisoragent, lender, adviser or sales representative, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce take any customers action that is designed, intended or reasonably likely to have the effect of the Company discouraging any customer, supplier, vendor, licensor, lessor, agent, employee, consultant and other Person under contract or any of its affiliates with whom the Executive has had contacts otherwise associated or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their doing business with the Company Analytical Technologies Business from maintaining the same business relationships with Buyer and its Subsidiaries and Affiliates (including the Analytical Technologies Companies and the Joint Ventures) after the Closing as it maintained with the Analytical Technologies Business prior to the Closing; provided that the foregoing shall not (i) prohibit any Seller or a Subsidiary thereof from owning or acquiring in the ordinary course of business as a passive investment five percent (5%) or less of the outstanding equity of any such affiliate; publicly traded entity, (ii) preclude Sellers or their Subsidiaries from engaging and continuing to engage in the Excluded Businesses as conducted as of the date hereof or as they are planned to be conducted based on disclosures in the Form 40-F and the matters set forth on Section 7.23(a) of the Sellers’ Disclosure Schedule or (iii) inducerestrict Lumira Capital, a venture capital firm in which Parent has an investment (provided that such investment remains passive) and a board position, from any activity, including without limitation making any investment or attempt to influence, participating in any employee of the Company way with investee companies (provided that in no event shall Lumira Capital or any of its affiliates investee company use or have access to terminate employment; any confidential or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party proprietary information relating to the Analytical Technologies Business for use in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) violation of this Section 11(a7.23 or engage in any activity that would have the effect of seeking to recapture any goodwill associated with the Analytical Technologies Business)). For the avoidance of doubt, nothing in this Agreement shall be construed to preclude Parent and its Subsidiaries from offering, to the extent not relating to the sale and service of mass spectrometers, pharmaceutical, drug discovery, and life science research services, including without limitation screening services, bioanalytical analysis services, small animal imaging services, or cellular imaging services.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentthereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of a Change of Control and which was engaged is directly in or planned competition with a material business then conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarea Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is $ * __________. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition In consideration for (i) this Agreement and the payments and benefits provided herein; (ii) the Company’s promise to provide Confidential Information to the right Grantee, (iii) the substantial economic investment made by the Company in the Confidential Information and the goodwill of the Executive Company, (iv) the Company’s employment of the Grantee, and (v) the compensation and other benefits provided by the Company to receive severance payments hereunderthe Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Executive mustGrantee agrees to the following restrictive covenants and the covenants set forth in Sections 10(c), upon (d), (e), and (f). During the Grantee’s employment and for a twelve (12) month period subsequent to the date of the Grantee’s termination of his employment (the “Restricted Period”), the Grantee agrees he or her employmentshe will not, enter into a binding agreement with directly or indirectly, absent the Company agreeing that thatexpress, without the written consent of the BoardChief Executive Officer of the Company (the “CEO”) or the Chairman of the Committee (the “Chairman”), or either of their respective designees, become or serve as, directly or indirectly, a director, officer, employee, owner, partner, advisor, agent, or consultant with, or engage in, any business that manufactures, provides or sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and all other products and services provided, or seriously pursued, by the Executive will not, at any time for a Company or its Affiliates during the period from the Date of two years following Grant through the date of the Grantee’s termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisorany state, or director) in any business similar geographic territory, in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee Affiliates operate as of the Company date of the Grantee’s termination of employment and for which the Grantee performed services, had responsibility or any received Confidential Information (“Restricted Territory”). Further, for a twelve (12) month period after the Grantee’s termination of its affiliates employment, the Grantee agrees not to terminate employment; serve as a consulting or (iv) solicit, hire or retain as an employee or independent contractor, or assist testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the solicitationCompany, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of unless called to do so by the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenantan Affiliate. The provisions Grantee agrees to notify the CEO in writing, with a copy of subparagraphs (i)such notice to the Chairman, (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of in the other subparagraphs. It is agreed that event the ownership of not more than one percent of the equity securities Grantee accepts employment or service of any company having securities listed on a securities exchange nature with any person, business, or regularly traded in entity during the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a)Restricted Period.

Non-Competition. As a condition to From and after the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the BoardCommencement Date, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersexcept pursuant to the terms hereof, directly or indirectly (i) engage (either as ownerindirectly, investorown, partnermanage, stockholderoperate, employerjoin, employeefinance control or participate in the ownership, consultantmanagement, advisoroperation or control of, or director) be employed or be otherwise connected in any manner with, any business in which he has been directly engaged on behalf under a name similar to the name of any of the Company or any affiliatedirect or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or indirectly, own, manage, operate, join, or has supervised have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an executive thereofemployee, during the last two years prior to such terminationagent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which was engaged in the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or an affiliate its direct or indirect subsidiaries at any time during the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers period of the Company Executive's employment by the Company, whether during or any of its affiliates with whom prior to the Employment Period, unless the Executive has had contacts or relationships, directly or indirectly, during and within shall have obtained the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee prior written consent of the Company or any Board of its affiliates to terminate employment; or (iv) solicitDirectors, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one two percent (2%) of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses, having a class of securities listed registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on a securities any national exchange or regularly traded in the over-the-counter market shall notmarket, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of itselfpersons including the Executive in any way, be deemed inconsistent with clause (i) either directly or indirectly, manages or exercises control of this Section 11(a)any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. As a condition to From and after the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Boarddate hereof, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of except pursuant to the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsterms hereof, directly or indirectly, during own, manage, operate, join, finance control or participate in the ownership, management, operation or control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of any of the Companies or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and within for a period after any such termination or expiration of this Agreement equal to the scope greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Companies) directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his employment name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Companies or their direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to and including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the Company business carried on or planned by the Companies or their direct or indirect subsidiaries at any of its affiliates, to curtail or cancel their business with time during the Company or any such affiliate; (iii) induce, or attempt to influence, any employee period of the Company Executive's employment by the Companies, whether during or any of its affiliates prior to terminate employment; or (iv) solicitthe Employment Period, hire or retain as an employee or independent contractor, or assist any third party in unless the solicitation, hire, or retention as an employee or independent contractor, any person who during Executive shall have obtained the previous 12 months was an employee prior written consent of the Company or any affiliate; provided, however, that activities engaged in by or on behalf Boards of Directors of the Company are not restricted by this covenant. The provisions of subparagraphs (i)Companies, (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one two percent (2%) of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses, having a class of securities listed registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on a securities any national exchange or regularly traded in the over-the-counter market shall notmarket, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of itselfpersons including the Executive in any way, be deemed inconsistent with clause (i) either directly or indirectly, manages or exercises control of this Section 11(a)any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. As a condition to From and after the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the BoardCommencement Date, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersexcept pursuant to the terms hereof, directly or indirectly (i) engage (either as ownerindirectly, investorown, partnermanage, stockholderoperate, employerjoin, employeefinance, consultantcontrol or participate in the ownership, advisormanagement, operation or control of, or director) be employed or engaged by or be otherwise connected in any manner with, any business in which he has been directly engaged on behalf under a name similar to the name of any of the Company or any affiliatedirect or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or indirectly, own, manage, operate, join, or has supervised have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an executive thereofemployee, during the last two years prior to such terminationagent or consultant, or in any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which was engaged in the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or an affiliate its direct or indirect subsidiaries at any time during the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers period of the Company Executive's employment by the Company, whether during or any of its affiliates with whom prior to the Employment Period, unless the Executive has had contacts or relationships, directly or indirectly, during and within shall have obtained the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee prior written consent of the Company or any Board of its affiliates to terminate employment; or (iv) solicitDirectors, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1%) of any class of securities of or of the equity securities aggregate principal outstanding indebtedness of any company having corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities listed are publicly owned and regularly traded on a securities any national exchange or regularly traded in the over-the-the- counter market shall notmarket, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of itselfpersons including the Executive in any way, be deemed inconsistent with clause (i) either directly or indirectly, manages or exercises control of this Section 11(a)any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. As a condition (a) The Executive agrees and acknowledges that, in connection with her employment with the Company, she will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the right Company. The Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Executive Company in any position comparable to receive severance payments hereunderthe position she holds with the Company under this Agreement. In consideration of her employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive mustagrees that, upon while she is in the employ of the Company and for a one (1) year period after the effective date of termination of his or her employmentemployment for any reason, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will she shall not, at either on her own behalf or on behalf of any time for a period of two years following termination of employment, acting alone or in conjunction with othersthird party, directly or indirectly (i) engage (either indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as owner, investora proprietor, partner, stockholder, employerofficer, employeedirector, consultantprincipal, advisoragent, representative, joint venturer, investor, lender, consultant or otherwise with, or director) use or permit her name to be used in connection with, any business or enterprise engaged directly or indirectly in which he competition with any business conducted or contemplated by the Company at any time during the twelve (12) month period leading up to the termination and any other business engaged in or contemplated by the Company that the Executive is or has been directly engaged on behalf involved with or has business plans to enter during the twelve (12) month period leading up to the termination of the Company or any affiliate, or has supervised as an executive thereof, during Executive’s employment (the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i“Business”), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by the Executive as a passive investment of not more than one percent (1%) percent of the equity any class of securities of any company corporation which is engaged in any of the foregoing businesses having a class of securities listed on a securities exchange or regularly traded in registered pursuant to the over-the-counter market shall notSecurities Exchange Act of 1934, of itself, be deemed inconsistent with clause (i) of this Section 11(a)as amended.

Non-Competition. As a condition to During the right term of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will not, at any time Employee's employment and for a period of two years twenty-four (24) months following the termination of employmentsuch employment (the "Restricted Period"), acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) the Employee shall not in any business state of the United States in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsshall then be doing business, directly or indirectly, during and within enter the scope employ of, or render any services to, any person, firm, corporation or other entity engaged in any business which is directly competitive with the business of his employment the Company as it is conducted at the termination of employment, or as at such time contemplated by the Company to be conducted, or any of the dental, podiatry, eye care or other health care providers which have entered into agreements with the Company or any of its affiliates, pursuant to curtail or cancel their business with which the Company provides management, administrative, billing and accounting or other services to such entity (each, a "Medical and Dental Practice"), without the prior written approval of the Company; the Employee shall not engage in such business for his own account; and he shall not become interested in any such affiliate; (iii) inducebusiness, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or attempt to influencerepresentative for, any employee of the Company company, business, individual or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliateother entity; provided, however, that activities engaged nothing contained in by this Section 7 shall be deemed to prohibit the Employee from acquiring, solely as an investment, two (2%) percent or on behalf less of the outstanding shares of capital stock of any public corporation. For purposes of this paragraph the "business of the Company are not restricted by this covenant. The provisions and the Medical and Dental Practices" shall include the provision of subparagraphs (i)management, (ii)administration, (iii)billing, accounting and other services for dental and health care providers who provide services at corporate and institutional sites, including long term care facilities, and (iv) above the provision of dental and health care services at corporate or institutional sites, including such facilities. Notwithstanding anything to the contrary in this Agreement, the restrictions contained in this paragraph 7 shall terminate and be separate of no further force and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded effect in the over-the-counter market shall not, of itself, be deemed inconsistent with clause event that (i) the Company materially breaches any provision of this Agreement which breach continues for 30 days following notice by the Employee to the Company setting forth the nature of the breach or (ii) the Company gives notice to the Employee of its intention not to renew the Term pursuant to Section 11(a)2 of this Agreement.

Non-Competition. As a condition to Without the right of the Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, at any time for a period of two years following termination of employmentthereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, advisor or directordirector (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged on behalf of the Company or any affiliateengaged, or has supervised as an executive thereofexecutive, during on the last two years prior to such termination, or date of the consummation of the Change of Control and which was engaged is directly in or planned competition with a material business conducted by the Company or an affiliate at any of its subsidiaries on the time date of such termination, in the geographic area consummation of New York, New Jersey, Pennsylvania, or Delawarethe Change of Control; (ii) induce any customers of the Company or any of its affiliates subsidiaries with whom the Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliatessubsidiaries, to curtail or cancel their business with the Company such companies or any such affiliateof them; or (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates subsidiaries to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), and (iii), and (iv) above shall be are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director, or consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to one hundrd percent (100%) of the Executive's Base Salary and Recent Annual Bonus. Violation of Section 11(a)) or (b) shall not require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. As a condition to (a) During the right of the Executive to receive severance payments hereunderRestricted Period, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive will Seller shall not, at any time for a period of two years following termination of employment, acting alone or in conjunction with othersand shall cause its subsidiaries not to, directly or indirectly indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) engage providing any services to Purchaser or its Affiliates (either including the Company Group) as ownercontemplated by the Transition Services Agreement, investor(ii) owning, partnerdirectly or indirectly, stockholderas a passive investment, employersecurities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, employeeindividually or in the aggregate, consultantbeneficially owns 10% or more of any class of securities of such Person, advisor(iii) acquiring, by merger, consolidation, stock or asset acquisition, or director) in any otherwise, and owning, after such acquisition, a Person or business in which he has been directly engaged on behalf of the Company or any affiliatethat, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such terminationacquisition, engages in the geographic area of New York, New Jersey, Pennsylvania, a Competitive Business if such Person or Delaware; (ii) induce any customers of the Company or any business derived less than 15% of its affiliates with whom the Executive has had contacts or relationshipstotal consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicitacquiring, hire by merger, consolidation, stock or retain as an employee or independent contractorasset acquisition, or assist otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party in the solicitation, hire, (or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (ivits equityholders) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent acquiring a majority of the equity securities of any company having securities listed on a securities exchange Seller (whether by merger, stock sale or regularly traded otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 11(a).7.07 following the completion of such sale. SECTION 7.08

Non-Competition. As a condition to the right of the Executive to receive severance payments hereunderThe Seller, the Executive must, upon termination of his or her employment, enter into a binding agreement with and the Company agreeing Stockholder acknowledge that that, without in order to assure Purchaser that Purchaser will retain the written consent value of the BoardPurchased Assets, the Seller, the Executive will notand the Stockholder agree, on the terms set forth in this Section 7.6, not to utilize their special knowledge of the business of the Seller and their relationships with customers, suppliers and others to compete with ABA, the Purchaser and their respective Subsidiaries and Affiliates at any the time for in question. For a period of two five (5) years following termination of employmentbeginning on the Closing date, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf each of the Company or any affiliateSeller, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by Executive and the Company or an affiliate Stockholder and their respective Affiliates at the time of such terminationdetermination, shall not engage or have an interest, anywhere in the United States of America or any other geographic area of New York, New Jersey, Pennsylvania, where ABA or Delaware; the Purchaser does business at the date hereof or in which its products are marketed at the date hereof (ii) induce any customers in each case after giving effect to the purchase of the Company Purchased Assets), alone or in association with others, as principal, officer, agent, employee, director, partner, lender or stockholder (except as an employee or consultant of Purchaser or any of its affiliates with whom the Executive has had contacts Affiliates or relationships, directly as an owner of two percent (2%) or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee less of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities stock of any company having securities listed on a national securities exchange or regularly traded in the over-the-counter market market), or through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any business competitive with or similar to that engaged in by ABA or the Purchaser at the date hereof (in each case after giving effect to the purchase of the Purchased Assets). During the same period, the Seller, the Executive, the Stockholder and their then respective Affiliates shall notnot (except as an employee or consultant of Purchaser or its Affiliates), and shall not permit any of itselftheir respective employees, be deemed inconsistent with clause agents or others then under their control to, directly or indirectly, on behalf of the Seller, the Executive and the Stockholder or any other Person, (i) call upon, accept competitive business from, or solicit the competitive business of any Person who is, or who had been at any time during the preceding three (3) years, a customer or supplier of the Seller or any successor to the business of the Seller or any such successor, or (ii) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Seller or any successor to the business of the Seller to terminate his or her employment or other relationship with the Seller or such successor, or hire any person who has left the employ of Purchaser or any such successor during the preceding three (3) years. The Seller, the Executive and the Stockholder shall not at any time, directly or indirectly, use or purport to authorize any Person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Seller in connection with any product or service, whether or not such use would be in a business competitive with that of the Seller, ABA or the Purchaser. The Executive and the Stockholder acknowledge that compliance with the restrictions set forth in this Section 11(a)7.6 will not prevent them from earning a livelihood. As used herein, the phrase "competitive business" means any business competitive with the type of business engaged in by the Seller, ABA, the Purchaser or any of their Subsidiaries or Affiliates at the date hereof.

Non-Competition. As a condition Each of the Sellers agrees that, except with respect to the right operations of HGA or MeadowWood in effect on the Executive to receive severance payments hereunderdate of this Agreement, the Executive must, upon termination neither it nor any of his or her employment, enter into a binding agreement with the Company agreeing that that, without the written consent of the Board, the Executive its affiliated entities will not, at any time for a period of two five (5) years following termination of employment, acting alone or in conjunction with others, from the Closing Date directly or indirectly (i) engage (either as ownerown, investorbuild, partnerinvest in, stockholder, employer, employee, consultant, advisorassist in the development of, or director) in have any business in which he has been directly engaged on behalf of the Company management, administrative or operational role in, any psychiatric hospital or mental or behavioral health facility, or any affiliatefirm, corporation, business or has supervised as an executive thereofother organization or enterprise, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationshipsis engaged, directly or indirectly, during in the provision of mental or behavioral health care services, outpatient counseling services or management services within fifty (50) miles of the respective locations of, HGI, Hampton, Midwest, Riveredge and within any hospital or other facility which is the scope subject of his a Management Contract, (ii) except for the Excluded Employees, solicit for employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company Facilities purchased by Buyers pursuant to the terms of this Agreement or any hospital or other facility under a Management Contract, or (iii) interfere with, disrupt or attempt to disrupt the relationship between any of the Buyers or any of its their affiliates and any of their respective lessors, lessees, contractors, licensors, licensees, customers or suppliers pertaining to terminate employment; the Facilities or (iv) solicit, hire any hospital or retain as an employee or independent contractorother facility under a Management Contract. If any court determines that any of the restrictive covenants set forth in this Section 8.2, or assist any third party in the solicitationpart of such covenants, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee is unenforceable because of the Company duration of such provision or any affiliate; providedthe area covered thereby, howeversuch court shall have the power to reduce the duration or area of such provision and, that activities engaged in by or on behalf its reduced form, such provisions shall then be enforceable and shall be enforced. Each of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each Sellers acknowledges that the remedy at law for any breach or threatened breach of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) provisions of this Section 11(a)by any of them will be inadequate, and that, accordingly, the UHS Group shall, in addition to all other available remedies, be entitled to injunctive relief, without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law. Each of the Sellers agrees not to plead or defend on any grounds of adequate remedy at law or any similar defense in any action by any of the UHS Group against any of them for injunctive relief or for specific performance of any of its obligations under this Section. Nothing contained herein shall be construed as prohibiting any of the UHS Group from pursuing any other remedies for such breach or threatened breach.