Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment TermTerm and for two (2) years thereafter: (A) (other than in the course of the Executive's his employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive he shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's his own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause CLAUSE (A), (B), (C) or OR (D) of this Section SECTION 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); providedPROVIDED, howeverHOWEVER, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity provided Activity, PROVIDED that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish the Grantee obtained confidential information regarding during the course of his or make any statement critical of her employment with the Company or any shareholder or affiliate Entities. Additionally, for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee will not directly or in any way adversely affect indirectly solicit service or otherwise malign the accept competing business or reputation from customers of any of the foregoing persons (any activity described in clause (A)Company Entities with whom Grantee, within the previous year, (B)x) had or made contact, (C) or (Dy) of this Section being referred had access to as confidential information regarding. These restrictions are further limited geographically to the specific places, addresses, or locations where a Prohibited Activity"); provided, however, that if in customer is present and available for soliciting and servicing. Without limiting the written opinion of Counsel, the Executive is legally compelled remedies to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice Entities may be entitled, if the Board or any committee of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitationBoard, prior to or following the date of this Agreement) are or were clients or customers the Grantee ceases, for any reason whatsoever, to be an employee of the Company or any affiliate thereof or any predecessor Entities and after full consideration of the facts, finds by majority vote that the Grantee has engaged in any of the foregoingactivities mentioned in this Section 6(a), the Grantee shall forfeit any unvested portion of the Award. The decision of the Board or any committee of the Board shall be final. The Company has attempted to place the most reasonable limitations on the Grantee’s subsequent employment opportunities consistent with the protection of the Company’s valuable trade secrets, business interests, and goodwill. In order to accommodate the Grantee in obtaining subsequent employment, the Company may, in its discretion, grant a waiver of one or more of the restrictions on subsequent employment contained in this Section 6(a). A request for waiver shall be made by the Grantee in writing and must be received by the Company at least 45 days before the proposed starting date of the employment for which the Grantee is seeking a waiver. The request must include the full name and address of the organization with which the Grantee is seeking employment; the department or area in which the Grantee proposes to work; the position or job title to be held by the Grantee; and a complete description of the duties the Grantee expects to perform for such employer. If the Company decides to grant the waiver (which decision shall be solely within the Company’s discretion), the waiver may be subject to such restrictions or conditions as the Company may impose.

Prohibited Activities. The term “Prohibited Activities” shall mean the activities that are prohibited under the covenant not to compete, not to solicit or hire employees, not to solicit or disrupt business relations, not to disparage or any similar restrictions, in any employment or severance agreement then in effect between Executive agrees that and the Company or one of its subsidiaries or, if no such agreement containing a covenant not to compete is then in effect, Executive will not at any time would be deemed to be engaged in “Prohibited Activities” if Executive, during the Employment Term: term of his or her employment or engagement and for a period of 3 years following the Termination Date, (Ai) (other than engages in any business activities for himself or on behalf of any enterprise in any capacity or owns any interest in any entity which competes or is competitive with the Company in the course business of organizing, establishing, developing, providing or managing radiation therapy services or services ancillary thereto, in any state in which the Company, its Affiliates and/or any of their respective joint ventures then operate or has plans to operate as of the Executive's employmentTermination Date, (ii) disclose interferes or furnish disrupts or attempts to interfere or disrupt, the relationships between the Company, its Affiliates and/or their respective joint ventures and any patient, referral source or supplier or other person orhaving business relationships with the Company, directly its Affiliates and/or their respective joint ventures, (iii) solicits, induces or indirectlyhires, use for the Executive's own account or the account of any other personattempts to solicit, induce or hire, any Trade Secretsemployee, no matter from where consultant or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit agent of the Company, its affiliates Affiliates and/or their respective joint ventures (such employees, consultants or agents to be covered by this restriction while so employed or engaged and for a period of six (6) months thereafter) or (iv) publishes or makes any disparaging statements about the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment ofCompany, any person who, at the time Affiliate of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships withtheir directors, Clientsofficers or employees, or otherwise adversely affect under circumstances where it is reasonably foreseeable that the Company's or any statements will be made public, except that the ownership of its affiliates' relationships with Clients or other business relationships no more than 2 percent of the Company stock of a publicly traded corporation shall not be deemed participation in or any affiliate thereof, affiliation with an entity or (D) publish person so long as Executive has no other connection or make any statement critical of the Company relationship with such entity or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) person. For purposes of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereindefinition, the term "Clients" “Affiliate” shall mean those persons who, at any time during the Executive's course of employment with only include the Company (including, without limitation, prior to the date of this Agreement) are and its direct or were clients indirect parent entities or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingsubsidiaries.

Prohibited Activities. The In consideration of the transactions contemplated hereby, the Executive hereby covenants and agrees that he will not, for a period beginning on the Executive will not at date of this Agreement and ending three (3) years after such Executive’s Termination Date, (i) engage in any time during business activities for himself or on behalf of any enterprise in any capacity or own any interest in any entity which compete or are competitive with the Employment Term: (A) (other than Company in the course business of organizing, establishing, developing, providing or managing radiation therapy services or services ancillary thereto, in any state in which the Company, its subsidiaries, affiliates and/or any of its joint ventures then operate or has plans to operate as of the Executive's employment’s Termination Date, (ii) disclose interfere or furnish disrupt or attempt to interfere or disrupt, the relationships between the Company, its subsidiaries, affiliates and/or joint ventures and any patient, referral source or supplier or other person orhaving business relationships with the Company, directly its subsidiaries, affiliates and/or joint ventures, (iii) solicit, induce or indirectlyhire, use for the Executive's own account or the account of any other personattempt to solicit, induce or hire, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit employee of the Company, its subsidiaries, affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, and/or joint ventures or (Div) publish or make any statement critical of disparaging statements about the Company or Company, any shareholder or affiliate of the Company, or any of their directors, officers or employees, under circumstances where it is reasonably foreseeable that the statements will be made public (the activities described in clauses (i) through (iv) above, collectively, “Prohibited Activities”). Notwithstanding the foregoing, this Section 10(a) will be of no force and effect for the period (the “Toll Period”) during which the Company fails to make the payments, if any, required under Section 6(b) and such payments are in fact due and payable pursuant to Section 6(b), provided that the Toll Period shall not take effect unless the Executive provides the Board with written notice that such payments are due and payable and the Company does not make such payments within 30 days after the date of such notice; provided, however that the following shall not be deemed Prohibited Activities under clause (i) above: (x) owning an ownership interest or participation on the board of directors during the term of this Agreement or thereafter in any way adversely affect or otherwise malign (i) activities related to imaging initiatives, it being understood that such activities are not and will not become competitive with the business or reputation of the Company, its subsidiaries, managed practices and/or any of the foregoing persons its joint ventures, (ii) pharmacies, (iii) banks or (iv) health care related insurance companies, PPOs and HMOs; provided that (A) Executive’s participation with any activity described entity listed in clause (A), x) does not materially interfere with Executive’s performance under this Agreement or the Physician Agreement and (B)) no entity listed in clause (x) owns or operates and is not under common control with any entity that owns or operates radiation therapy services or (y) engaging in the practice of medicine, individually or as part of a group practice of five (C5) or (D) less radiation oncologists following the termination or expiration of this Section being referred to as a Prohibited Activity")Agreement; provided, howeverthat neither the Executive’s individual or group practice (i) has affiliated relationships with any other physician practices or (ii) has more than one geographic location. The Executive will be deemed to be engaged in Prohibited Activities if he engages or participates in any entity that engages in Prohibited Activities or becomes affiliated with any person who engages in Prohibited Activities as an employee, officer, director, consultant, agent, partner, proprietor or other participant; provided, that if the ownership of no more than 2 percent of the stock of a publicly traded corporation shall not be deemed participation in the written opinion of Counsel, or affiliation with an entity or person so long as the Executive is legally compelled to disclose Trade Secrets to any tribunal has no other connection or else stand liable for contempt relationship with such entity or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingperson.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment TermTerm and for two (2) years thereafter: (A) (other than in the course of the Executive's her employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's her own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he she may have acquired such Trade Secrets, and the Executive she shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's her own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause CLAUSE (A), (B), (C) or OR (D) of this Section SECTION 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); providedPROVIDED, howeverHOWEVER, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity provided Activity, PROVIDED that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time Grantee obtained confidential information regarding during the Executive's course of his or her employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingEntities.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.a

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' ’ relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"”); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "“Clients" ” shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing._______ _______ -5-

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' ’ relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"”); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "“Clients" ” shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.. Gold Bag, Inc.

Prohibited Activities. The Executive agrees that the Executive he --------------------- will not at any time during the Employment TermConsulting Period: (Ai) (other than in the course of the Executive's employmenthis duties as Consultant) disclose or furnish to any other person or, directly or indirectly, use for the Executive's his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive he shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (Cii) directly or indirectly, whether for the Executive's his own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships relationship with Clients or other business relationships of the Company or any affiliate thereof, or (Diii) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of or any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")persons; provided, however, that if if, in the -------- ------- written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, or (iv) during the term "Clients" shall mean those persons balance of his employment and during the Consulting Period directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at any the time during the Executive's course of employment with the Company (includingsuch solicitation, without limitation, prior to the date of this Agreement) are or were clients or customers of is employed by the Company or any affiliate thereof or thereof; provided, however, that if any predecessor such person contacts the Executive concerning employment outside the Company and Executive notifies the Company in writing of his intent to discuss employment opportunities with such person and the Company gives written permission for such discussions to take place, then any subsequent discussions and any employment resulting therefrom shall not be deemed to be solicitation for employment by the Executive for the purposes of the foregoingthis Agreement.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.to

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, : any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's his or her employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's his or her own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he or she may have acquired such Trade Secrets, and the Executive he or she shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's his or her own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder stockholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); provided, however, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity Activity, provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this AgreementEffective Date) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Grantee’s employment with the Company Entities, to the extent the Grantee received $80,000 or more in base salary and cash bonus in the aggregate from the Company Entities during a one-year period preceding the date of termination, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time Grantee obtained confidential information regarding during the Executive's course of his or her employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingEntities.