Common use of Competitive Activity Clause in Contracts

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in (A) Xxxxxxx, Inc. or (B) any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries (as applicable), as such business is described in any Subsidiaries at the time of termination of Executive’s employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. (a) Executive shall be deemed to have engaged in "Competitive Activity" if, covenants and agrees that during the Employment Period and for a period commencing ending on the date hereof and ending on the second anniversary of that is 18 months following the date Executive's of termination of his employment with the Company or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries 12 months in the line case of business Executive is employed a termination other than as described in Section 2.4(d) above), including without limitation termination by the Company for Cause or its subsidiaries (as applicable)without Cause, as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orshall not, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business United States of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiariesAmerica, or in any way interfere with other country of the relationship between world in which the Company or any of its subsidiaries has done business at any time during the last two (2) years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business. For purposes of this Agreement, the term “Competing Business” shall mean any person, corporation or other entity which sells or attempts to sell any products or services which are the same as or similar to the products and services (i) sold by the Company or any employee thereofof its subsidiaries at any time and from time to time during the last two (2) years prior to termination of the Employment Period, or (Bii) knowingly hires being developed by the Company or any person who of its subsidiaries during the Employment Period, no matter what stage of development was an achieved during the Employment Period, and even if the idea was abandoned during the Employment Period. (b) Executive shall continue to be obligated under Section 2.5 of this Agreement not to use or to disclose Confidential Information so long as it shall remain proprietary or protectible as confidential or trade secret information. (c) Following termination of Executive’s employment with the Company for any reason, Executive agrees to advise the Company of his new employer, work location and job responsibilities within three (3) days after accepting new employment. (d) Executive understands that the intention of Sections 2.5 and 2.6 of this Agreement is not to prevent Executive from earning a livelihood and Executive agrees nothing in this Agreement would prevent Executive from earning a livelihood utilizing his general skills in any of the companies which are not directly or indirectly in competition with the Company. (e) Executive agrees that during the Employment Period, Executive shall not, directly or indirectly, solicit the trade of, or trade with, any customer, prospective customer or supplier of the Company or any of its subsidiaries for any business purpose other than for the benefit of the Company or such subsidiaries. Executive further agrees that for 18 months following termination of the Employment Period for whatever reason (12 months in the case of a termination other than as described in Section 2.4(d) above), including without limitation termination by the Company for Cause or without Cause, Executive shall not, directly or indirectly, solicit for any Competing Business the trade of, or trade with, any customers or suppliers, or prospective customers or suppliers, of the Company or any of its subsidiaries. (f) Executive agrees that, during his employment with the Company and for 18 months following termination of the Employment Period for whatever reason (12 months in the case of a termination other than as described in Section 2.4(d) above), Executive shall not, directly or indirectly, solicit, hire or induce, or attempt to solicit, hire or induce, any employee of the Company or any of its subsidiaries within 180 days prior to leave the time such Company or any of its subsidiaries for any reason whatsoever or hire any employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries subsidiaries. (g) Executive’s breach of Section 2.6 of this Agreement shall, to cease doing business with the extent provided in Section 2.4(e) above, relieve Company of its obligations (if any) to pay severance or separation pay benefits under this Agreement. The Company’s obligation to make such payments will be cancelled upon the occurrence of any such material breach during the severance period, Executive shall not receive any further severance or separation pay benefits under Section 2.4 except to the extent provided in Section 2.4(e). (h) Notwithstanding any provision in this Section 2.6 to the contrary, during the period in which this Section 2.6 serves to restrict the Executive the Company or its subsidiaries or in any way interfere with the relationship between any such customershall, supplier, licensee or within ten business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any days of its subsidiaries and with which receipt of a written request from the Company or Executive, inform the Executive whether any of its subsidiaries has entertained discussions or has requested and received information relating to proposed activity by the acquisition of such business Executive would be viewed by the Company or its subsidiaries as a violation of a this Section 2.6, and if the Company determines that such activity does not constitute a violation of this Section 2.6, such determination shall be conclusive and binding on the Company following the date of such determination. (i) Notwithstanding any provision in this Section 2.6 to the one-year contrary, if the Company determines that any activity undertaken by the Executive during the period immediately preceding Executive's termination in which this Section 2.6 serves to restrict the Executive violates this Section 2.6, it shall provide the Executive with written notice of employment such determination within ten business days of such determination and shall reasonably provide the Executive with ten business days to cure any such violation. If the CompanyExecutive cures such violation within ten days of such notice of determination, the Company shall not seek to enforce this Section 2.6 with respect to such cured violation.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year oneyear period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. (a) The Executive shall be deemed to have engaged in "Competitive Activity" ifrecognizes and acknowledges that the relationship created by this Agreement is one of trust, during and the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Executive agrees that, while he is employed by the Company or its subsidiaries terminatesis being paid under this Agreement in accordance with a Non-Compete Election (as defined below), the Executive shall not (whether acting alone or through any affiliate) or in any other capacity whatsoever and whether by investing in, or holding securities of, any corporation or other entity, advancing or lending any funds to, making available any facilities, equipment or other assets to any entity or other person, engage in any of the following activities (the “Competitive Activities”): (i) Executiveexcept in connection with the due and proper performance of his duties hereunder, for himself engage in the business of designing, manufacturing or selling manufactured housing; (ii) except in connection with the due and proper performance of his duties hereunder, solicit or contact (with respect to the manufactured housing industry) retailers, dealers, suppliers, customers or potential customers on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, corporation or other entity or any other person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entitydesigning, except to the extent permitted above; manufacturing and selling manufactured housing; (iii) solicit or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to otherwise induce any employee of the Company or any of its subsidiaries to leave the employ of the Company terminate his or its subsidiaries, or in any way interfere her service with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires such subsidiary or hire any person who was an employee of the Company or any of its subsidiaries within 180 days such subsidiary at any time during the 12-month period immediately prior to the time such employee was hired by Executive, (C) induces date of termination or attempts to induce any customer, supplier, licensee or other business relation expiration of the Company Executive’s employment hereunder. (b) Notwithstanding anything to the contrary in this Section 9, the Executive may own, for investment purposes only, up to two percent of the stock of any publicly-held corporation that engages in the business of designing, manufacturing and selling manufactured housing or any of its subsidiaries to cease doing business that otherwise directly or indirectly competes with the Company if the stock of such corporation is either listed on a national securities exchange or traded on the NASDAQ National Market and if the Executive is not an employee or consultant of, and is not otherwise affiliated with, such corporation. (c) The Executive specifically acknowledges and agrees that in the event of the Executive’s termination of employment, the Company may elect in its subsidiaries or sole discretion to have the Executive refrain from engaging in any way interfere with Competitive Activities (the relationship “Non-Compete Election”) for any period not to exceed two (2) years as the Company may reasonably determine. If the Company makes the Non-Compete Election, it shall provide written notice thereof to the Executive and the Executive agrees not to engage in any Competitive Activities for the period of time specified by the Company in the notice. As compensation therefor, the Company shall compensate the Executive by making periodic Base Salary Payments to the Executive as though he were still employed by the Company during the specified period. (d) It is hereby agreed by and between any such customer, supplier, licensee or business relation the Executive and the Company that if (notwithstanding the provisions of paragraph (d) below) the non-competition covenants contained in this Agreement should be held by any court or any subsidiary other constituted legal authority to be void or (D) directly or indirectly acquires or attempt to acquire an interest unenforceable in any business relating particular area or jurisdiction, then the parties hereto shall consider this Agreement to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which the non-competition covenants are held to be void or otherwise unenforceable, and as to all other areas and jurisdictions covered by this Agreement, the terms and provisions hereof shall remain in full force and effect as originally written. (e) It is further agreed that if the non-competition covenants contained in this Agreement should be held by any court or other constituted legal authority to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration or scope, then the parties hereto shall consider such non-competition covenants to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any court or other constituted legal authority, and as to all other areas and jurisdictions, the non-competition covenants contained herein shall remain in full force and effect as originally written. (f) The Executive and the Company agree that the covenants set forth herein are appropriate and reasonable when considered in light of the nature and extent of the business of the Company or any of its subsidiaries designing, manufacturing and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business selling manufactured housing as conducted by the Company or and its subsidiaries subsidiaries. The Executive acknowledges that (i) the Company has a legitimate interest in protecting its business, (ii) the one-year period immediately preceding Executive's termination of employment with covenants set forth herein are not oppressive to the CompanyExecutive and contain such reasonable limitations as to time, scope, geographical area and activity, (iii) the covenants do not harm in any manner whatsoever the public interest, and (iv) the Executive has received and will receive substantial consideration for agreeing to such covenants.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, Employee covenants and agrees that at all times during the Employee's period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminatesCompany, (i) Executiveand while Employee is receiving payments pursuant to Section 6 of this Agreement, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engagesEmployee will not, directly or indirectly, engage in, assist, or have any active interest or involvement, whether as an executiveemployee, agent, representativeconsultant, consultantcreditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the stock of a public company), partner, shareholder proprietor or holder any type of any other financial interest, principal whatsoever in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnershipor business entity which, corporationdirectly or indirectly, is engaged in the same business as that conducted and carried on by the Company, without the Company's specific written consent to do so. Furthermore, for a period of one (1) year after the date of termination of Employee's employment, whether such termination is voluntary or involuntary, by wrongful discharge, or otherwise, or one (1) year following the cessation of payments made pursuant to Section 6 of this Agreement, whichever date is later, Employee will not directly or indirectly, within 75 miles of the principal place of business of the Company, the principal place of business of any corporation or other entity engaged owned, controlled by (or otherwise affiliated with) the Company by which Employee may also be employed or served by Employee, or any other geographic location in a variety of activities, including which Employee has specifically represented the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee interests of the Company or its subsidiaries to leave such other affiliated entity, during the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, twelve (B12) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days months prior to the time such employee was hired by Executivetermination of Employee's employment, engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (C) induces or attempts to induce any customer, supplier, licensee or other business relation excluding holding of less than 1% of the Company stock of a public company), partner, proprietor or any type of its subsidiaries to cease doing business with the Company or its subsidiaries or principal whatsoever in any way interfere with the relationship between any such customerperson, supplierfirm, licensee or business relation and the Company or any subsidiary or (D) entity which, directly or indirectly acquires or attempt to acquire an interest indirectly, is engaged in any the same business relating to the business of the Company or any of its subsidiaries as that conducted and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business carried on by the Company or its subsidiaries Company, without the Company's specific written consent to do so. Notwithstanding the above, it is understood that the Employee's background and skills are in the one-year period immediately preceding Executive's termination treasury area, and that after the expiration of employment six (6) months from the date of termination, the Employee shall not be restricted from associating or affiliating himself with the Companyother financial institutions or companies, so long as such association or affiliation is strictly of a treasury related manner or position.

Competitive Activity. Executive covenants and agrees not to engage in any Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the later of the second anniversary of the date Executive's employment with the Company or its subsidiaries terminatesterminates and the third anniversary of the Closing Date, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entityPerson, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), ) (it being understood and agreed that Executive's activities shall not satisfy this clause (i) where (A) Executive is employed by a person, firm, partnership, corporation, or other entity Person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. entity or (B) Executive may also, without satisfying clause (i) be is a passive owner of not more than 2% of the outstanding publicly traded stock of any class of an entity engaged in a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above); or (ii) Executive (A) Executive, directly or indirectly through another entityPerson, (A) induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere interferes with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, suppliersupplier (including any Pro-Fac member), licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries (or, in the case of a Pro-Fac member, Pro-Fac) or in any way interfere interferes with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary of its subsidiaries or (D) directly or indirectly acquires or attempt attempts to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" ifDuring the term of this Agreement and until 12 months thereafter, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, Contractor and/or Baruch will not directly or indirectly, as : (a) Carry on or hold an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, interest in any company, venture, entity or other business that (other than a minority interest in a publicly traded company), which competes with the Company products or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ services of the Company or its subsidiaries, including those products or services contemplated in any way interfere with a plan adopted by the relationship between the Company or any Board of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee Directors of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive(a "competing business"); (b) Act as a consultant, (C) induces executive, officer, employee, agent, or attempts to induce in any customer, supplier, licensee managerial or other capacity in a competing business relation of the Company or any of its subsidiaries to cease doing business supply, in competition with the Company or its subsidiaries or in subsidiaries, services ("restricted services") to any way interfere person who was provided with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business services by the Company or its subsidiaries at any time during the twelve (12) months immediately prior to the Termination Date; (c) Solicit, canvass or approach or endeavor to solicit, canvass or approach any person who, was provided with services by the Company or its subsidiaries at any time during the twelve (12) months immediately prior to the Termination Date, for the purpose of offering restricted services or products which compete with the products supplied by the Company or its subsidiaries at the Termination Date; or (d) Employ, solicit or entice away or endeavor to solicit or entice away from the Company or its subsidiaries any person employed by the Company or its subsidiaries any time during the twelve (12) months immediately prior to the Termination Date with a view to inducing that person to leave such employment and to act for another employer in the onesame or a similar capacity. (e) If any one or more of the terms contained in this Section 5 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, such term shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law. The Contractor and Baruch acknowledge that the Company has entered into this Agreement in reliance on the undertakings set forth in this Section 5, and that given Baruch's access to information regarding the Company and its position, the provisions of Section 5 are reasonable and necessary to protect Company's business and the rights of the parties hereto. The Contractor and Baruch further acknowledge that the terms herein and the Management Fee payable to the Contractor by the Company include fair and reasonable consideration for Contractor's and Baruch's non-year period immediately preceding Executive's termination of employment with the Companycompetition undertakings herein.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in (A) Xxxxxxx, Inc. or (B) any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries Subsidiaries at the time of termination of Executive’s employment (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and other than the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto branded cheese business) (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.

Competitive Activity. (a) The Executive shall be deemed to have engaged in "Competitive Activity" ifrecognizes and acknowledges that the relationship created by this Agreement is one of trust, during and the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Executive agrees that, while he is employed by the Company or its subsidiaries terminatesis being paid under this Agreement following a Termination Without Cause, the Executive shall not (whether acting alone or through any affiliate) or in any other capacity whatsoever and whether by investing in, or holding securities of, any corporation or other entity, advancing or lending any funds to, making available any facilities, equipment or other assets to any entity or other person, engage in any of the following activities: (i) Executiveexcept in connection with the due and proper performance of his duties hereunder, for himself engage in the business of designing, manufacturing or selling manufactured housing; (ii) except in connection with the due and proper performance of his duties hereunder, solicit or contact (with respect to the manufactured housing industry) retailers, dealers, suppliers, customers or potential customers on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, corporation or other entity or any other person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entitydesigning, except to the extent permitted above; manufacturing and selling manufactured housing; (iii) solicit or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to otherwise induce any employee of the Company or any of its subsidiaries to leave the employ of the Company terminate his or its subsidiaries, or in any way interfere her service with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires such subsidiary or hire any person who was an employee of the Company or any of its subsidiaries within 180 days such subsidiary at any time during the 12-month period immediately prior to the time such employee was hired by Executive, (C) induces date of termination or attempts to induce any customer, supplier, licensee or other business relation expiration of the Executive’s employment hereunder. (c) Notwithstanding anything to the contrary in this Section 9, the Company agrees that it shall not be a violation of this Agreement for the Executive to provide services as a part-time employee-consultant to Centex through March 31, 2005. (d) Notwithstanding anything to the contrary in this Section 9, the Executive may own, for investment purposes only, up to three percent of the stock of any publicly-held corporation that engages in the business of designing, manufacturing and selling manufactured housing or any of its subsidiaries to cease doing business that otherwise directly or indirectly competes with the Company if the stock of such corporation is either listed on a national securities exchange or its subsidiaries traded on the NASDAQ National Market and if the Executive is not an employee or in any way interfere with consultant of, and is not otherwise affiliated with, such corporation. (e) It is hereby agreed by and between the relationship between any such customer, supplier, licensee or business relation Executive and the Company that if (notwithstanding the provisions of paragraph (d) below) the non-competition covenants contained in this Agreement should be held by any court or any subsidiary other constituted legal authority to be void or (D) directly or indirectly acquires or attempt to acquire an interest unenforceable in any business relating particular area or jurisdiction, then the parties hereto shall consider this Agreement to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which the non-competition covenants are held to be void or otherwise unenforceable, and as to all other areas and jurisdictions covered by this Agreement, the terms and provisions hereof shall remain in full force and effect as originally written. (f) It is further agreed that if the non-competition covenants contained in this Agreement should be held by any court or other constituted legal authority to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration or scope, then the parties hereto shall consider such non-competition covenants to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any court or other constituted legal authority, and as to all other areas and jurisdictions, the non-competition covenants contained herein shall remain in full force and effect as originally written. (g) The Executive and the Company agree that the covenants set forth herein are appropriate and reasonable when considered in light of the nature and extent of the business of the Company or any of its subsidiaries designing, manufacturing and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business selling manufactured housing as conducted by the Company or and its subsidiaries subsidiaries. The Executive acknowledges that (i) the Company has a legitimate interest in protecting its business, (ii) the one-year period immediately preceding Executive's termination of employment with covenants set forth herein are not oppressive to the CompanyExecutive and contain such reasonable limitations as to time, scope, geographical area and activity, (iii) the covenants do not harm in any manner whatsoever the public interest, and (iv) the Executive has received and will receive substantial consideration for agreeing to such covenants.

Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during (a) During the period commencing on the date hereof Closing Date and ending on the second anniversary of date that is two (2) years after the date Executive's ’s employment with the Company and its Subsidiaries is terminated by the Company or any of its subsidiaries terminatesSubsidiaries for any reason (the “Restricted Period”), (i) Executive will not, whether on Executive, for himself ’s own behalf or on behalf of or in conjunction with any other person, firm, partnership, corporationjoint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting, or cause any other entityPerson or entity to solicit or assist in soliciting, engagesfor a Competitive Business (as defined below), the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company or any of its Subsidiaries during the one year period preceding Executive’s termination of employment with the Company or any of its Subsidiaries; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or any of its Subsidiaries during the one year immediately preceding Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (b) During the period commencing on the Closing Date and ending on the date that is twelve (12) months after the date Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for any reason: (i) Executive will not directly or indirectly: (1) engage in any business that directly and materially competes with the businesses in which Catalent and its Subsidiaries was engaged on the date of breach or the date of Executive’s termination of employment, whichever is earlier (including, without limitation, any other business which Catalent or any of its Subsidiaries has active plans to engage in as of such date), in any geographical area where Catalent or any of its Subsidiaries conducts business (a “Competitive Business”); provided, however, that, notwithstanding the foregoing, the term Competitive Business shall not include (x) a non-competitive subsidiary, division or affiliate of a company that is engaged in a Competitive Business or (y) a private equity firm other than Blackstone, provided that Executive does not provide advisory services with respect to any portfolio company of such private equity firm which is a Competitive Business; (2) enter the employ of, or render any advisory or consulting services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; provided, however, that, notwithstanding the foregoing, for purposes of this subsection the term Person shall not include (x) a non-competitive subsidiary, division or affiliate of a company that is engaged in a Competitive Business or (y) a private equity firm other than Blackstone, provided that Executive does not provide advisory services with respect to any portfolio company of such private equity firm which is a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an executiveindividual, partner, shareholder, officer, director, principal, agent, representative, trustee or consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries ; or (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i4) where Executive is employed by a person, firm, partnership, corporationinterfere with, or other entity engaged in a variety attempt to interfere with, business relationships (whether formed before, on or after the date of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (ithis Agreement) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereofcustomers, (B) knowingly hires any person who was an employee clients, suppliers, or investors of the Company or any of its subsidiaries within 180 days prior Subsidiaries. Notwithstanding anything to the time such employee was hired by Executivecontrary in this Agreement, (C) induces or attempts to induce any customerExecutive may, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire own, solely as an interest investment, securities of any Person engaged in any business relating to the business of the Company or any of its subsidiaries Subsidiaries which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (c) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with which any Person, directly or indirectly: (i) solicit or, other in the ordinary course of performing Executive’s duties for the Companies, encourage any employee of BHP PTS Holdings, L.L.C. (“BHP”) or any of its Subsidiaries to leave the employment of BHP or any of its Subsidiaries; or (ii) hire any such employee who was employed by BHP or any of its Subsidiaries as of the date of Executive’s termination of employment with the Company or who left the employment of BHP or any of its Subsidiaries coincident with, or within twelve (12) months prior to, the termination of Executive’s employment with the Company or any of its subsidiaries has entertained discussions Subsidiaries. (d) During the Restricted Period, Executive will not, directly or has requested and received information relating indirectly, solicit or encourage to cease to work with BHP or any of its Subsidiaries any consultant then under contract with BHP or any of its Subsidiaries. (A) Notwithstanding anything herein to the acquisition contrary, upon a Change of Control (as defined in the Employment Agreement), the definition of BHP, the Company, Catalent, their respective Subsidiaries and Affiliates and their respective employees, independent contractors, clients and prospective clients for purposes of this Section 6.1 shall refer only to BHP, the Company, Catalent, their respective Subsidiaries and Affiliates (and the businesses in which they were engaged or had active plans to engage in), their respective employees, independent contractors, clients and prospective clients, in each case, as of the date immediately prior to such business by Change of Control. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 6.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or its subsidiaries territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the one-year period immediately preceding Executive's termination provisions of employment with this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company.enforceability of any of the other restrictions contained herein

Competitive Activity. Executive (a) During the term of this Agreement and for one year after the termination of this Agreement for any reason set forth in Sections 4(a) or (c) above only, Employee shall not directly or indirectly (as an officer, director, employee, consultant, owner, shareholder, adviser, joint venturer or otherwise), engage in any activities that could be deemed to have engaged a conflict of interest or in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment any way compete with the Company or its subsidiaries terminates, affiliates within the United States in (i) Executivethe development or provision of television, for himself radio, interactive and other new media programming services primarily offering information, direction or on behalf support to people afflicted with or affected by alcoholism, chemical dependency, eating disorders and other behavioral health problems ("Recovery Media Business"), (ii) any other line of Recovery Media Business in which Company or its affiliates shall be engaged, or shall have formed an intention to engage with the active participation of Employee in planning or evaluation, at any time during the term of Employee's employment, including without limitation sales and merchandising of recovery related material. Employee shall not be precluded from owning less than one percent of the securities of any other personcompetitor of Company or its affiliates if such securities are publicly traded on a national securities exchange or are quoted on an automated quotation system. Employee represents and warrants that he is under no competitive restrictions or obligations to third parties that affect his performance hereunder. (b) During the term of this Agreement and for one year after the termination of this Agreement for any reason, firmwhether or not such termination shall be alleged or later found to be unlawful, partnership, corporation, wrongful or other entity, engagesin breach of contract. Employee shall not contact, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder any customer of any other financial interest, in any business that competes with the Company or its subsidiaries supplier of programming or production services to Company with whom Employee had contact during the term of this Agreement unless such contact by Employee is not related to the Recovery Media Business. (c) Employee acknowledges that, through his employment with Company, he will acquire access to information suited to immediate application by a business in competition with Company. Employee acknowledges that he has executed concurrently with this Agreement a Non-Disclosure and Inventions Agreement, the line terms of business Executive is employed in which are incorporated herein by reference as if set forth herein verbatim, that imposes obligations on Employee with respect to information about Company. Employee considers the Company or its subsidiaries (as applicable), as such business is described in any restrictions on his future employment or severance agreement then business activities contained in effect between Executive this Section 5 to be in all respects reasonable and necessary. Employee acknowledges that Company and its affiliates and competitors operate throughout the United States, expressly consents to the geographic restriction on competition contained in this Section 5, and believes that such restriction is reasonable given the nature of Company's business. (d) Employee acknowledges the possibility that his standard of living may be reduced during the one year following the termination of this Agreement and assumes the risk associated with that possibility. (e) Employee acknowledges that, upon a breach of this Section 5, Company will suffer immediate and irreparable harm and damage for which money damages alone cannot fully compensate. Employee therefore agrees that, upon such breach or one of its subsidiaries orthreat thereof, if no such agreement is then in effectCompany shall be entitled to a temporary restraining order, as described on Schedule II attached hereto (a "Competing Business")preliminary injunction, it being understood permanent injunction and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a personall other injunctive relief, firm, partnership, corporation, without posting any bond or other entity engaged in a variety of activitiessecurity, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any bar employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.from violating this

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, > refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's ’s employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line business of the production, distribution, or sales of eggs or egg products, refrigerated potato products or any other business Executive is employed engaged in by the Company or its subsidiaries (as applicable), as such business is described in any Subsidiaries at the time of termination of Executive’s employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "“Competing Business"”), it being understood and agreed that Executive's ’s activities shall not satisfy this clause (ii)(B) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's ’s termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in "“Competitive Activity" ” if: while employed by the Company or any of its Subsidiaries, and during the period commencing on from the date hereof and ending on of termination of Executive’s employment by the second Company or any of its Subsidiaries for any reason until the first anniversary of the date of such termination, Executive's , directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity: (a) participates in any business (including, without limitation, any division, group or franchise of a larger organization) anywhere in the Non Competition Area (defined below) which engages or which proposes to engage in the promotion, development, sale, distribution or production of any (i) aircraft engine fuel pumps, (ii) commercial and military airframe fuel system products and services, (iii) aerial refueling pumps, (iv) ground fueling components, (v) fuel management systems, (vi) cryogenic pumps, or (vii) any products or product lines that compete with any of the foregoing or other products or product lines of the Company or any Subsidiary (a “Competitive Business”) (A) at any time during the Executive’s employment with the Company, if the determination of whether or not Executive has engaged in “Competitive Activity” is being made during his employment with the Company or its subsidiaries terminates, (B) at the time of Executive’s termination of employment by the Company; or (b) (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or any of its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariessuch Subsidiary, or in any way interfere interferes with the relationship between the Company or any of its subsidiaries Subsidiary and any employee thereof, including inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company or its Subsidiaries, (Bii) knowingly hires any person who was an employee of the Company or any Subsidiary unless at least twelve months has elapsed since the termination of its subsidiaries within 180 days prior to such employee’s employment by the time such employee was hired by ExecutiveCompany or any Subsidiary, as the case may be, or (Ciii) induces or attempts to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any of its subsidiaries Subsidiary to cease doing business with the Company or its subsidiaries such Subsidiary, or in any way interfere interferes with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the CompanySubsidiary.

Competitive Activity. Executive (a) COMPETITIVE ACTIVITY. Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors, the Company or its subsidiaries Subsidiaries in the line of business Executive Participant is employed in by Investors, the Company or and/or its subsidiaries Subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive Participant shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date ExecutiveParticipant's employment with Investors, the Company or Company, and/or its subsidiaries Subsidiaries terminates, (i) ExecutiveParticipant, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries engages in the line production, distribution or sales of business Executive is employed in by the Company eggs or its subsidiaries egg products, refrigerated potato products or branded cheese products (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto ) (a "Competing Business"), it being understood and agreed that ExecutiveParticipant's activities shall not satisfy this clause (i) where Executive Participant is employed by a person, firm, partnership, corporation, limited liability company, or other entity engaged in a variety of activities, including the Competing Business, and Executive Participant is not engaged in or responsible for the Competing Business of such entity. Executive Participant may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive Participant has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive Participant (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries Subsidiaries to leave the employ of the Company or its subsidiariesSubsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries Subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries Subsidiaries within 180 days prior to the time such employee was hired by ExecutiveParticipant, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or its subsidiaries Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary Subsidiary or (D) directly or indirectly acquires or attempt attempts to acquire an interest in any business relating to the business of the Company or any of its subsidiaries Subsidiaries and with which the Company or any of its subsidiaries Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries Subsidiaries in the one-year period immediately preceding ExecutiveParticipant's termination of employment with the Company.

Competitive Activity. Executive shall be deemed to have engaged in --- -------------------- "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the line of business Executive is employed in by the Company Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II III attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Competitive Activity. (a) The Executive shall be deemed to have engaged in "Competitive Activity" ifrecognizes and acknowledges that the relationship created by this Agreement is one of trust, during and the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Executive agrees that, while he is employed by the Company or its subsidiaries terminatesis being paid under this Agreement following a Termination Without Cause, the Executive shall not (whether acting alone or through any affiliate) or in any other capacity whatsoever and whether by investing in, or holding securities of, any corporation or other entity, advancing or lending any funds to, making available any facilities, equipment or other assets to any entity or other person, engage in any of the following activities: (i) Executiveexcept in connection with the due and proper performance of his duties hereunder, for himself engage in the business of designing, manufacturing or selling manufactured housing; (ii) except in connection with the due and proper performance of his duties hereunder, solicit or contact (with respect to the manufactured housing industry) retailers, dealers, suppliers, customers or potential customers on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, corporation or other entity or any other person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entitydesigning, except to the extent permitted above; manufacturing and selling manufactured housing; (iii) solicit or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to otherwise induce any employee of the Company or any of its subsidiaries to leave the employ of the Company terminate his or its subsidiaries, or in any way interfere her service with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires such subsidiary or hire any person who was an employee of the Company or any of its subsidiaries within 180 days such subsidiary at any time during the 12-month period immediately prior to the time such employee was hired by Executive, (C) induces date of termination or attempts to induce any customer, supplier, licensee or other business relation expiration of the Executive's employment hereunder. (c) Notwithstanding anything to the contrary in this Section 9, the Company agrees that it shall not be a violation of this Agreement for the Executive to provide services as a part-time employee-consultant to Centex through March 31, 2005. (d) Notwithstanding anything to the contrary in this Section 9, the Executive may own, for investment purposes only, up to three percent of the stock of any publicly-held corporation that engages in the business of designing, manufacturing and selling manufactured housing or any of its subsidiaries to cease doing business that otherwise directly or indirectly competes with the Company if the stock of such corporation is either listed on a national securities exchange or its subsidiaries traded on the NASDAQ National Market and if the Executive is not an employee or in any way interfere with consultant of, and is not otherwise affiliated with, such corporation. (e) It is hereby agreed by and between the relationship between any such customer, supplier, licensee or business relation Executive and the Company that if (notwithstanding the provisions of paragraph (d) below) the non-competition covenants contained in this Agreement should be held by any court or any subsidiary other constituted legal authority to be void or (D) directly or indirectly acquires or attempt to acquire an interest unenforceable in any business relating particular area or jurisdiction, then the parties hereto shall consider this Agreement to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which the non-competition covenants are held to be void or otherwise unenforceable, and as to all other areas and jurisdictions covered by this Agreement, the terms and provisions hereof shall remain in full force and effect as originally written. (f) It is further agreed that if the non-competition covenants contained in this Agreement should be held by any court or other constituted legal authority to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration or scope, then the parties hereto shall consider such non-competition covenants to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any court or other constituted legal authority, and as to all other areas and jurisdictions, the non-competition covenants contained herein shall remain in full force and effect as originally written. (g) The Executive and the Company agree that the covenants set forth herein are appropriate and reasonable when considered in light of the nature and extent of the business of the Company or any of its subsidiaries designing, manufacturing and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business selling manufactured housing as conducted by the Company or and its subsidiaries subsidiaries. The Executive acknowledges that (i) the Company has a legitimate interest in protecting its business, (ii) the one-year period immediately preceding Executive's termination of employment with covenants set forth herein are not oppressive to the CompanyExecutive and contain such reasonable limitations as to time, scope, geographical area and activity, (iii) the covenants do not harm in any manner whatsoever the public interest, and (iv) the Executive has received and will receive substantial consideration for agreeing to such covenants.

Competitive Activity. (a) The Executive shall be deemed to have engaged in "Competitive Activity" ifrecognizes and acknowledges that the relationship created by this Agreement is one of trust, during and the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Executive agrees that, while he is employed by the Company or its subsidiaries terminatesis being paid under this Agreement in accordance with a Non-Compete Election (as defined below), the Executive shall not (whether acting alone or through any affiliate) or in any other capacity whatsoever and whether by investing in, or holding securities of, any corporation or other entity, advancing or lending any funds to, making available any facilities, equipment or other assets to any entity or other person, engage in any of the following activities (the "Competitive Activities"): (i) Executiveexcept in connection with the due and proper performance of his duties hereunder, for himself engage in the business of designing, manufacturing or selling manufactured housing; (ii) except in connection with the due and proper performance of his duties hereunder, solicit or contact (with respect to the manufactured housing industry) retailers, dealers, suppliers, customers or potential customers on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, corporation or other entity or any other person engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entitydesigning, except to the extent permitted above; manufacturing and selling manufactured housing; (iii) solicit or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to otherwise induce any employee of the Company or any of its subsidiaries to leave the employ of the Company terminate his or its subsidiaries, or in any way interfere her service with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires such subsidiary or hire any person who was an employee of the Company or any of its subsidiaries within 180 days such subsidiary at any time during the 12-month period immediately prior to the time such employee was hired by Executive, (C) induces date of termination or attempts to induce any customer, supplier, licensee or other business relation expiration of the Company Executive's employment hereunder. (b) Notwithstanding anything to the contrary in this Section 9, the Executive may own, for investment purposes only, up to two percent of the stock of any publicly-held corporation that engages in the business of designing, manufacturing and selling manufactured housing or any of its subsidiaries to cease doing business that otherwise directly or indirectly competes with the Company if the stock of such corporation is either listed on a national securities exchange or its subsidiaries traded on the NASDAQ National Market and if the Executive is not an employee or consultant of, and is not otherwise affiliated with, such corporation. (c) The Executive specifically acknowledges and agrees that in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business event of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment employment, the Company may elect in its sole discretion to have the Executive refrain from engaging in any Competitive Activities (the "Non-Compete Election") for any period not to exceed two (2) years as the Company may reasonably determine. If the Company makes the Non-Compete Election, it shall provide written notice thereof to the Executive and the Executive agrees not to engage in any Competitive Activities for the period of time specified by the Company in the notice. As compensation therefor, the Company shall compensate the Executive by making periodic Base Salary Payments to the Executive as though he were still employed by the Company during the specified period. (d) It is hereby agreed by and between the Executive and the Company that if (notwithstanding the provisions of paragraph (d) below) the non-competition covenants contained in this Agreement should be held by any court or other constituted legal authority to be void or unenforceable in any particular area or jurisdiction, then the parties hereto shall consider this Agreement to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which the non-competition covenants are held to be void or otherwise unenforceable, and as to all other areas and jurisdictions covered by this Agreement, the terms and provisions hereof shall remain in full force and effect as originally written. (e) It is further agreed that if the non-competition covenants contained in this Agreement should be held by any court or other constituted legal authority to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration or scope, then the parties hereto shall consider such non-competition covenants to be amended and modified with respect to that particular area or jurisdiction so as to comply with the Companyorder of any court or other constituted legal authority, and as to all other areas and jurisdictions, the non-competition covenants contained herein shall remain in full force and effect as originally written. (f) The Executive and the Company agree that the covenants set forth herein are appropriate and reasonable when considered in light of the nature and extent of the business of designing, manufacturing and selling manufactured housing as conducted by the Company and its subsidiaries. The Executive acknowledges that (i) the Company has a legitimate interest in protecting its business, (ii) the covenants set forth herein are not oppressive to the Executive and contain such reasonable limitations as to time, scope, geographical area and activity, (iii) the covenants do not harm in any manner whatsoever the public interest, and (iv) the Executive has received and will receive substantial consideration for agreeing to such covenants.