Common use of Confidential Information; Covenant Not to Compete; Covenant Not to Solicit Clause in Contracts

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case the corresponding provisions therein shall control), the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectly: (i) at any time during or after the Optionee’s employment with the Company, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial process; (ii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and (iii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates to terminate their relationship with the Company or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the Optionee’s employment employed by the Company or Affiliates. For the purposes of subsection (a)(ii) above, the Optionee may, directly or indirectly own, solely as an investment, securities of any entity engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder and hereby promising and committing itself to provide the Management Stockholder with Confidential Information and/or specialized training after the Management Stockholder executes this Agreement, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company (or any of its Subsidiaries or Affiliates, in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 22; then the Management Stockholder shall control)be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor Group or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its Affiliates, or by law or judicial process;, provided that the Management Stockholder gives the Company reasonable notice of any legal or judicial proceeding requiring the Management Stockholder to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and the Management Stockholder agrees to provide such reasonable notice in writing to: 0000 Xxxxx Xxxxxx, 6th Floor (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereaftereighteen months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competesCompeting Business in Texas or any other geographic area in which Parent, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates in any geographic area where Subsidiaries, or the Company operates or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or servicesconducts business; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates any of its Subsidiaries to terminate their relationship with the Company or Affiliates any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, or Affiliates its Subsidiaries, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliatesany of its Subsidiaries; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of the Company, or its Subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection Section 22(a)(ii), (a)(iiA) above, the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If Person, and (B) the Optionee is bound Non-Compete Period shall not be triggered by any other agreement with exercise of tag-along rights under the Company regarding Sale Participation Agreement or Drag Transaction that may occur after the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationdate hereof. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement (except with respect to any violation of provisions of Section 22(a)(ii)). In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event or breaches any of the provisions of this Section, in addition to all other remedies that may be available to the CompanySections 22(a)(ii) or 22(a)(iii), the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company the amount any amounts actually paid to him or her or otherwise received in respect of any repurchase or disposition of any Options or Option Stock (including Net Settled Stock) held by which, at the time of exercisesuch Management Stockholder; provided that with respect to Option Stock (including Net Settled Stock), the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise or purchase price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis; provided further, in the event the Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event (to the extent the provisions of Section 6(b)(iii) are applicable) or breaches any of the provisions of Section 22(a)(ii), the provisions of this Section 22(c) shall be the Company’s sole remedy.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and; (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by whichthe Company of any Options held by such Management Stockholder and, at the time of exercisewith respect to Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder and hereby promising and committing itself to provide the Management Stockholder with Confidential Information and/or specialized training after the Management Stockholder executes this Agreement, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company (or any of its Subsidiaries or Affiliates, in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 22; then the Management Stockholder shall control)be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor Group or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its Affiliates, or by law or judicial process;, provided that the Management Stockholder gives the Company reasonable notice of any legal or judicial proceeding requiring the Management Stockholder to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and the Management Stockholder agrees to provide such reasonable notice in writing to: 0000 Xxxxx Xxxxxx, 6 th Floor (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereaftereighteen months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competesCompeting Business in Texas or any other geographic area in which Parent, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates in any geographic area where Subsidiaries, or the Company operates or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or servicesconducts business; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates any of its Subsidiaries to terminate their relationship with the Company or Affiliates any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, or Affiliates its Subsidiaries, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliatesany of its Subsidiaries; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of the Company, or its Subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection Section 22(a)(ii), (a)(iiA) above, the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If Person, and (B) the Optionee is bound Non-Compete Period shall not be triggered by any other agreement with exercise of tag-along rights under the Company regarding Sale Participation Agreement or Drag Transaction that may occur after the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationdate hereof. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement (except with respect to any violation of provisions of Section 22(a)(ii)). In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event or breaches any of the provisions of this Section, in addition to all other remedies that may be available to the CompanySections 22(a)(ii) or 22(a)(iii), the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company the amount any amounts actually paid to him or her or otherwise received in respect of any repurchase or disposition of any Options or Option Stock (including Net Settled Stock) held by which, at the time of exercisesuch Management Stockholder; provided that with respect to Option Stock (including Net Settled Stock), the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise or purchase price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis; provided further, in the event the Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event (to the extent the provisions of Section 6(b)(iii) are applicable) or breaches any of the provisions of Section 22(a)(ii), the provisions of this Section 22(c) shall be the Company’s sole remedy.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company or any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”), in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 23; then the Management Stockholder shall control), be subject to the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectlycovenants contained in this Section 23: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or any of the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a the lesser period of two years thereafter(a) the period during which the Management Stockholder receives severance payments and benefits pursuant to the Dollar General Corporation Severance Plan and Summary Plan Description, as it may be amended from time to time and (b) six (6) months after the Management Stockholder’s termination of employment, directly or indirectly, act as a proprietor, investor, investor director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates following businesses in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and: Wal-Mart, Target, K-Mart, Walgreen’s, Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents Stores, and Dollar Tree Stores; (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years six (6) months thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employment, employed by the Company or any of its Affiliates. For the purposes ; provided that in each of subsection clauses (a)(iiii) and (iii) above, the Optionee may, directly such restrictions shall not apply with respect to any Investor or indirectly own, solely as an investment, securities any of any entity their Affiliates that is not engaged in the any business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does notthat competes, directly or indirectly, own 5% with the Company or more any of any class of securities of such entityits subsidiaries. If the Optionee Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of Section 23(a)(ii), the Management Stockholder may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over the counter market if the Management Stockholder (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. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by whichthe Company of any Options held by such Management Stockholder and, at the time of exercisewith respect to Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or severance agreement entered into by and change in control agreement, which covenant is in effect at the time of termination of employment between the Optionee Management Stockholder and the Company or any of its subsidiaries or Affiliates (in which case the corresponding provisions therein shall control“Existing Restrictive Covenants”), such covenants shall supersede the Optionee covenants contained in this Section 23, and, for which purpose, the parties hereby agrees effective as acknowledge that the Employment Agreement is such an agreement the covenants of which on the date hereof supersede this Section 23; then, if by agreement of the date of parties such covenants are hereafter removed from the Optionee’s commencement of employment with Employment Agreement then the Company, without Management Stockholder shall be subject to the Company’s prior written consent, covenants contained in this Section 23 if the Optionee shall not, directly or indirectlyparties so agree in writing at the time such covenants are removed: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or any of the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, investor director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company Company, any Investor or its any of their respective Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services, including, for the avoidance of doubt, directly or indirectly, acting as proprietor, investor, director, officer, employee, stockholder, consultant or partner for the following businesses: Costco; andBJ’s Wholesale Club; Xxxxx’x General Stores Inc.; Pantry Inc.; Wal-Mart; Target; K-Mart; Family Dollar Stores; Fred’s; the 99 Cents Stores; and Dollar Tree Stores; (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employment, employed by the Company or any of its Affiliates. For the purposes ; provided that in each of subsection clauses (a)(iiii) and (iii) above, the Optionee may, directly such restrictions shall not apply with respect to any Investor or indirectly own, solely as an investment, securities any of any entity their Affiliates that is not engaged in the any business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does notthat competes, directly or indirectly, own 5% with the Company or more any of any class of securities of such entityits subsidiaries. If the Optionee Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of Section 23(a)(ii), the Management Stockholder may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over the counter market if the Management Stockholder (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. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder and hereby promising and committing itself to provide the Management Stockholder with Confidential Information and/or specialized training after Management Stockholder executes this Agreement, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company (or any of its Subsidiaries or Affiliates, in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 22; then the Management Stockholder shall control)be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor Group or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its Subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereaftertwelve months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of Competing Business in Texas or any other geographic area in which the Company operates or any of its Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or servicesconducts business; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years twelve months thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates any of its Subsidiaries to terminate their relationship with the Company or Affiliates any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates any of its Subsidiaries, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliatesany of its Subsidiaries; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its Subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection Section 22(a)(ii), (a)(iiA) above, the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If Person (B) the Optionee is bound Non-Compete Period shall not be triggered by any other agreement with exercise of tag-along rights under the Company regarding Sale Participation Agreement or Drag Transaction that may occur after the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationdate hereof. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement (except with respect to any violation of provisions of Section 22(a)(ii)). In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder engages in activity giving rise to a Section 6(c)(ii) Call Event or breaches any of the provisions of this Section, in addition to all other remedies that may be available to the CompanySections 22(a)(ii) or 22(a)(iii), the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company the amount any amounts actually paid to him or her or otherwise received in respect of any repurchase or disposition of any Options or Option Stock (including Net Settled Stock) held by which, at the time of exercisesuch Management Stockholder; provided that with respect to Option Stock (including Net Settled Stock), the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise or purchase price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis; provided further, in the event the Management Stockholder engages in activity giving rise to a Section 6(c)(ii) Call Event (to the extent the provisions of Section 6(c)(iii) are applicable) or breaches any of the provisions of Section 22(a)(ii), the provisions of this Section 22(c) shall be the Company’s sole remedy.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder and hereby promising and committing itself to provide the Management Stockholder with Confidential Information and/or specialized training after the Management Stockholder executes this Agreement, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company (or any of its Subsidiaries or Affiliates, in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 22; then the Management Stockholder shall control)be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor Group or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its Subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereaftereighteen months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of Competing Business in Texas or any other geographic area in which the Company operates or any of its Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or servicesconducts business; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates any of its Subsidiaries to terminate their relationship with the Company or Affiliates any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business businesses of the Company, or its Subsidiaries in any geographic area where the Company or Affiliates its Subsidiaries operates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliatesany of its Subsidiaries; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of the Company, or its Subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection Section 22(a)(ii), (a)(iiA) above, the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If Person (B) the Optionee is bound Non-Compete Period shall not be triggered by any other agreement with exercise of tag-along rights under the Company regarding Sale Participation Agreement or Drag Transaction that may occur after the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationdate hereof. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement (except with respect to any violation of provisions of Section 22(a)(ii)). In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event or breaches any of the provisions of this Section, in addition to all other remedies that may be available to the CompanySections 22(a)(ii) or 22(a)(iii), the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company the amount any amounts actually paid to him or her or otherwise received in respect of any repurchase or disposition of any Options or Option Stock (including Net Settled Stock) held by which, at the time of exercisesuch Management Stockholder; provided that with respect to Option Stock (including Net Settled Stock), the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise or purchase price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis; provided further, in the event the Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event (to the extent the provisions of Section 6(b)(iii) are applicable) or breaches any of the provisions of Section 22(a)(ii), the provisions of this Section 22(c) shall be the Company’s sole remedy.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the Company, disclose its subsidiaries, or use Affiliates, use, disclose, or disseminate any Confidential Information (as defined below) or Trade Secrets pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates. The obligations set forth herein shall not apply to any Confidential Information or Trade Secret which has become generally known to competitors of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates through no act or omission of Employee, except when nor shall the obligations set forth herein apply to disclosures made to regulators pursuant to applicable whistleblower laws or that are otherwise required to perform Optionee’s duties to the Company, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company Company, its subsidiaries, or Affiliates and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and; (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company Company, its subsidiaries, or Affiliates and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company, its subsidiaries or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or Affiliatesany of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (IIii) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by whichthe Company of any Options held by such Management Stockholder and, at the time of exercisewith respect to Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis. [Signatures on next page.]

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee Management Stockholder hereby covenants and agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Sponsor or any of its respective Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial processwhile employed by the Company or its subsidiaries for the benefit of the Company; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly, act eighteen (18) months thereafter as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in (whether individually or through any business that directly competesmajority-owned entity), at the relevant determination date, compete with the post-secondary business of the Company or any of its Affiliates subsidiaries (collectively, the “Restricted Group”) in any geographic area where any member of the Company or its Affiliates Restricted Group creates, manufactures, produces, sells, leases, rents, licenses licenses, or otherwise provides products or servicesservices (and for the avoidance of doubt, the Management Stockholder will be considered to so compete to the extent the Management Stockholder solicits customers or clients of the Restricted Group in a manner which competes with the Restricted Group); andprovided, that, for the purpose of this Section 23(a)(ii), the “business of the Company or any of its subsidiaries” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this agreement, become engaged, or take substantial steps to engage; or (iiii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly eighteen (18) months thereafter (A) solicit customers individually or clients through an agent solicit, offer employment to, or hire for the benefit of anyone other than the Company or Affiliates to terminate their relationship with any of its subsidiaries, or the Company Sponsor or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to its Affiliates, any person who is, or has been at any time during the twelve (12) months immediately preceding the termination time of the Optionee’s employment such solicitation, offer, or hiring, employed by the Company or Affiliates. For the purposes any of subsection its subsidiaries, or (a)(iiB) aboveindividually or through an agent, the Optionee may, directly solicit or indirectly own, solely as an investment, securities of any entity engaged in the business of encourage to cease to work with the Company or any of its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person ofsubsidiaries, or a member of a group which controlsthe Sponsor or its Affiliates, such entity, and (II) does not, directly any consultant or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement independent contractor then under contract with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.its subsidiaries;

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case the corresponding provisions therein shall control), the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectly: (i) at any time during or after the Optionee’s employment with the Company, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial process; (ii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and (iii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates to terminate their relationship with the Company or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the Optionee’s employment employed by the Company or Affiliates. EAST\146727668.1 9/20/17 020471-000001 For the purposes of subsection (a)(ii) above, the Optionee may, directly or indirectly own, solely as an investment, securities of any entity engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee Management Stockholder hereby covenants and agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its Subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: : (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor or any of its respective Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial process; while employed by the Company or its Subsidiaries for the benefit of the Company; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly, act eighteen (18) months thereafter as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in (whether individually or through any business that directly competesmajority-owned entity), at the relevant determination date, compete with the post-secondary business of the Company or any of its Affiliates Subsidiaries (collectively, the “Restricted Group”) anywhere in any geographic area where the United States (and for the avoidance of doubt, the Management Stockholder will be considered to so compete to the extent the Management Stockholder solicits customers or clients of the Restricted Group in a manner which competes with the Restricted Group); provided, that, for the purpose of this Section 23(a)(ii), competing with the “business of the Company or any of its Affiliates manufacturesSubsidiaries” shall mean engaging in the business of the retail sale of optical goods or services where the goods or services are of the type offered or provided by the Company or any of its Subsidiaries within two (2) years prior to the date on which the Company is determining whether and to what extent, producesif any, sellsthe Management Stockholder is in violation of the provisions of this Section 23(a)(ii), leasesand any other business activity in which the Company and its Subsidiaries may, rentsafter the date of this Agreement, licenses become engaged, or otherwise provides products take substantial steps to engage with respect to which the Management Stockholder has knowledge; or services; and 25 (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly eighteen (18) months thereafter (A) solicit customers individually or clients through an agent solicit, offer employment to, or hire for the benefit of anyone other than the Company or Affiliates to terminate their relationship with any of its Subsidiaries, or the Company Sponsor or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to its Affiliates, any person who is, or has been at any time during the twelve (12) months immediately preceding the termination time of the Optionee’s employment such solicitation, offer, or hiring, employed by the Company or any of its Subsidiaries, or (B) individually or through an agent, solicit or encourage to cease to work with the Company or any of its Subsidiaries, or the Sponsor or its Affiliates, any consultant or independent contractor then under contract with the Company or any of its Subsidiaries; (iv) at any time during the Management Stockholder’s employment with the Company and for a period of eighteen (18) months thereafter, disparage the Company, the Sponsor or any of their respective Subsidiaries or Affiliates. For Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly (A) own, solely as an investment, securities of any entity engaged in Person which may compete with the business of the Company or any of its Affiliates Subsidiaries which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person Person of, or a member of a group which controls, such entity, Person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such Person; and/or (B) provide services for a subsidiary, division, or other entity of a person or entity. If the Optionee is bound by any other agreement , which either through another subsidiary or division competes with the business of the Company regarding the use or disclosure any of Confidential Information, the provisions of this Section shall be read its Subsidiaries as described in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (aii) above, if at any time so long as the Management Stockholder does not, directly or as a court holds that service provider to the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existingsubsidiary, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforcedivision, or prevent any violations ofentity for which the Management Stockholder is providing services, the provisions hereof (without the posting of a bond or other security)so compete. (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company or any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”), in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 23; then the Management Stockholder shall control), be subject to the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectlycovenants contained in this Section 23: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or any of the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a the lesser period of two years thereafter(a) the period during which the Management Stockholder receives severance payments and benefits pursuant to the Dollar General Corporation Severance Plan and Summary Plan Description, as it may be amended from time to time and (b) six (6) months after the Management Stockholder’s termination of employment, directly or indirectly, act as a proprietor, investor, investor director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates following businesses in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and: Wal-Mart, Target, K-Mart, Walgreen’s, Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents Stores, and Dollar Tree Stores; (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years six (6) months thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employment, employed by the Company or any of its Affiliates. For the purposes ; provided that in each of subsection clauses (a)(iiii) and (iii) above, the Optionee may, directly such restrictions shall not apply with respect to any Investor or indirectly own, solely as an investment, securities any of any entity their Affiliates that is not engaged in the any business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does notthat competes, directly or indirectly, own 5% with the Company or more any of any class of securities of such entityits subsidiaries. If the Optionee Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of Section 23(a)(ii), the Management Stockholder may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over the counter market if the Management Stockholder (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. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management tockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 23 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company or any of its subsidiaries or Affiliates (in the “Existing Restrictive Covenants”),in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 23; then the Management Stockholder shall control)be subject to the covenants contained in this Section 23; provided, however, that the Existing Restrictive Covenants, if they contain the defined term “Competitive Position”, are hereby amended (and such Management Stockholder hereby consents to such amendment) to add to the list of entities deemed to be competitive the following: Costco, BJ’s Wholesale Club, Longs Drug Stores, Cxxxx’x general Stores Inc., and Pantry Inc. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 23(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case the corresponding provisions therein shall control), the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee shall not, directly or indirectly: (i) at any time during or after the Optionee’s employment with the Company, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial process; (ii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and (iii) at any time during the Optionee’s employment with the Company and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company or Affiliates to terminate their relationship with the Company or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the Optionee’s employment employed by the Company or Affiliates. EAST\146727525.1 9/20/17 020471-000001 For the purposes of subsection (a)(ii) above, the Optionee may, directly or indirectly own, solely as an investment, securities of any entity engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee Management Stockholder and the Company or any of its subsidiaries (in which case the corresponding provisions therein shall control), the Optionee Management Stockholder hereby agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of the Company or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 22(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 22(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company and Oncor entering into this Option grantAgreement with the Management Stockholder and hereby promising and committing themselves to provide the Management Stockholder with Confidential Information and/or specialized training after the Management Stockholder executes this Agreement, unless otherwise provided there exists any covenant that pertains to the same subject matter as set forth in this Section 22 in any employment agreement or severance change in control agreement entered into by and in effect at the time of termination of employment between the Optionee Management Stockholder and the Company (Management Stockholder Employer or its Affiliates in which case such covenants shall supersede the corresponding provisions therein covenants contained in this Section 22; then the Management Stockholder shall control)be subject to the covenants contained in this Section 22. Subject to the preceding sentence, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyManagement Stockholder Employer, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company Company, Oncor, any IPO Vehicle, any other Management Stockholder Employer or any of their Subsidiaries or the Sponsor Group or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyManagement Stockholder Employer, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company Management Stockholder Employer and for a period of two years thereaftertwelve (12) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competesCompeting Business in Texas or any other geographic area in which EFH Corp., at the relevant determination dateOncor Holdings, with the post-secondary business of the Company Oncor, any IPO Vehicle or any of its Affiliates in any geographic area where the Company their Subsidiaries operates or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or servicesconducts business; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company Management Stockholder Employer and for a period of two years twelve (12) months thereafter, directly or indirectly (A) solicit customers or clients of the Company EFH Corp., Oncor, any IPO Vehicle or Affiliates any of their Subsidiaries to terminate their relationship with the Company EFH Corp., Oncor, any IPO Vehicle or Affiliates any of their Subsidiaries or otherwise solicit such customers or clients to compete with any business businesses of the Company EFH Corp., Oncor, any IPO Vehicle or Affiliates any of their Subsidiaries, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by EFH Corp., Oncor, any IPO Vehicle or any of their Subsidiaries; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with EFH Corp., Oncor, any IPO Vehicle or any of their Subsidiaries. If the Management Stockholder is bound by any other agreement with EFH Corp., Oncor, any IPO Vehicle, the Company or Affiliatesany of their respective Subsidiaries regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. For Notwithstanding the foregoing, for the purposes of subsection Section 22(a)(ii), (a)(iiA) above, the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of EFH Corp., Oncor, any IPO Vehicle, the Company or its any of their respective Subsidiaries or their respective Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If Person (B) the Optionee is bound Non-Compete Period shall not be triggered by any other agreement with exercise of tag-along rights under the Company regarding Sale Participation Agreement, Drag Transaction, EFH Drag Transaction, Oncor Drag Transaction, or transaction pursuant to Section 4(b) or 4(e) that may occur after the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationdate hereof. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement (except with respect to any violation of provisions of Section 22(a)(ii)). In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event or breaches any of the provisions of this Section, in addition to all other remedies that may be available to the CompanySections 22(a)(ii) or 22(a)(iii), the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company Company, Oncor or the amount IPO Vehicle any amounts actually paid (including any dividends) to him or her or otherwise received in respect of any repurchase or disposition of any Stock Appreciation Rights, Management Units, Oncor Units or IPO Stock held by whichsuch Management Stockholder; provided that, at in the time event the Management Stockholder engages in activity giving rise to a Section 6(b)(ii) Call Event (to the extent the provisions of exerciseSection 6(b)(iv) are applicable) or breaches any of the provisions of Section 22(a)(ii), the Fair Market Value provisions of this Section 22(c) shall be the Shares was greater than Company’s, Oncor’s and/or the aggregate Exercise Price paid for the Shares, on a net after-tax basisIPO Vehicle’s sole remedy.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee Management Stockholder and the Company or any of its subsidiaries (in which case the corresponding provisions therein shall control), the Optionee Management Stockholder hereby agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or Affiliatesany of its subsidiaries, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its Affiliates their respective affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliatesany of its affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection Section 26(a)(ii), (a)(iix) abovethe term “affiliates” will not include any Investor or their affiliates that are not engaged in business that is competing with the Company, and (y) the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee Management Stockholder breaches any of the provisions of this SectionSection 26(a), in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the amount Company in respect of any repurchase by which, at the time Company of exerciseany Options or Stock held by such Management Stockholder; provided that with respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company only such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than exercise price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that during the Optionee Restricted Period, the Management Stockholder breaches any of the provisions of this SectionSection 23(a) following the Company’s repurchase of Stock and/or Options as provided for herein, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company any amounts actually paid to him by the amount Company in respect of any repurchase by whichthe Company of any Options held by the Management Stockholder and, at the time of exercisewith respect to Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Stock, on a net after-tax basis.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of the Company entering into this Option grantAgreement with the Management Stockholder, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee Management Stockholder and the Company or any of its subsidiaries (in which case the corresponding provisions therein shall control), the Optionee Management Stockholder hereby agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: : (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or Affiliatesany of its subsidiaries, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; ; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its Affiliates their respective affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and , (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or Affiliates any of their respective affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or Affiliates. For the purposes any of subsection its affiliates; provided that in each of (a)(iiii) and (iii) above, the Optionee may, directly such restrictions shall not apply with respect to any Investor or indirectly own, solely as an investment, securities any of any entity their affiliates that is not engaged in the any business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee (I) is not a controlling person of, or a member of a group which controls, such entity, and (II) does notthat competes, directly or indirectly, own 5% with the Company or more any of any class of securities of such entityits subsidiaries. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Optionee’s services are unique and because the Optionee has had access to Confidential Information, the Optionee agrees that money damages will be an inadequate remedy for any breach of this Section. In the event of a breach or threatened breach of this Section, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.Management

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless a. Except as may otherwise be provided in any employment or severance agreement entered into by and between the Optionee Management Stockholder and the Company (or any Affiliates, in which case consideration of the corresponding provisions therein shall control)Company entering into this Agreement with the Management Stockholder, the Optionee hereby agrees effective as of the date of the Optionee’s commencement of employment with the Company, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or the Investors or any of their respective Affiliates, except when required to perform Optionee’s his or her duties to the CompanyCompany or one of its subsidiaries, by law or judicial process; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the post-secondary business of the Company Company, any Investor or any of its their respective Affiliates in any geographic area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services; and, (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its subsidiaries and for a period of two (2) years thereafter, directly or indirectly (A) solicit customers or clients of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates to terminate their relationship with the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or otherwise solicit such customers or clients to compete with any business of the Company Company, any of its subsidiaries, the Investors or any of their respective Affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of the OptioneeManagement Stockholder’s employment employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any Investor or any of their Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries. For If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly own, solely as an investment, securities of any entity Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person of, or a member of a group which controls, such entity, person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such entity. If the Optionee is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Section shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential InformationPerson. (b) b. Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) c. In the event that during the Optionee Restricted Period, the Management Stockholder breaches any of the provisions of this SectionSection 23(a) following the Company’s repurchase of Option Stock and/or Options as provided for herein, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee Management Stockholder shall be required to pay to the Company (the amount “Repayment Obligation”) any amounts actually paid to him by whichthe Company in respect of any repurchase by the Company of any Options held by the Management Stockholder and, at the time of exercisewith respect to Option Stock, the Fair Market Value Management Stockholder shall be required to pay to the Company such amounts, if any, that the Management Stockholder received in excess of the Shares was greater than price paid by the aggregate Exercise Price paid for the SharesManagement Stockholder in acquiring such Option Stock, on a net after-tax basis. Notwithstanding anything herein to the contary, the Repayment Obligation shall only apply once there has been a final determination made by the appropriate tribunal that the Management Stockholder in fact breached such provisions.

Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration of this Option grant, unless otherwise provided in any employment or severance agreement entered into by and between the Optionee and the Company (in which case entering into this Agreement with the corresponding provisions therein shall control)Management Stockholder, the Optionee Management Stockholder hereby covenants and agrees effective as of the date of the OptioneeManagement Stockholder’s commencement of employment with the CompanyCompany or its Subsidiaries, without the Company’s prior written consent, the Optionee Management Stockholder shall not, directly or indirectly: (i) at any time during or after the OptioneeManagement Stockholder’s employment with the CompanyCompany or its Subsidiaries, disclose or use any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or the Sponsor or any of its respective Affiliates, except when required to perform Optionee’s duties to the Company, by law or judicial processwhile employed by the Company or its Subsidiaries for the benefit of the Company; (ii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly, act eighteen (18) months thereafter as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in (whether individually or through any business that directly competesmajority-owned entity), at the relevant determination date, compete with the post-secondary business of the Company or any of its Affiliates Subsidiaries (collectively, the “Restricted Group”) anywhere in any geographic area where the United States (and for the avoidance of doubt, the Management Stockholder will be considered to so compete to the extent the Management Stockholder solicits customers or clients of the Restricted Group in a manner which competes with the Restricted Group); provided, that, for the purpose of this Section 23(a)(ii), competing with the “business of the Company or any of its Affiliates manufacturesSubsidiaries” shall mean engaging in the business of the retail sale of optical goods or services where the goods or services are of the type offered or provided by the Company or any of its Subsidiaries within two (2) years prior to the date on which the Company is determining whether and to what extent, producesif any, sellsthe Management Stockholder is in violation of the provisions of this Section 23(a)(ii), leasesand any other business activity in which the Company and its Subsidiaries may, rentsafter the date of this Agreement, licenses become engaged, or otherwise provides products or servicestake substantial steps to engage with respect to which the Management Stockholder has knowledge; andor (iii) at any time during the OptioneeManagement Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly eighteen (18) months thereafter (A) solicit customers individually or clients through an agent solicit, offer employment to, or hire for the benefit of anyone other than the Company or Affiliates to terminate their relationship with any of its Subsidiaries, or the Company Sponsor or Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or Affiliates or (B) solicit or offer employment to its Affiliates, any person who is, or has been at any time during the twelve (12) months immediately preceding the termination time of the Optionee’s employment such solicitation, offer, or hiring, employed by the Company or any of its Subsidiaries, or (B) individually or through an agent, solicit or encourage to cease to work with the Company or any of its Subsidiaries, or the Sponsor or its Affiliates, any consultant or independent contractor then under contract with the Company or any of its Subsidiaries; (iv) at any time during the Management Stockholder’s employment with the Company and for a period of eighteen (18) months thereafter, disparage the Company, the Sponsor or any of their respective Subsidiaries or Affiliates. For Notwithstanding the foregoing, for the purposes of subsection (a)(ii) aboveSection 23(a)(ii), the Optionee Management Stockholder may, directly or indirectly (A) own, solely as an investment, securities of any entity engaged in Person which may compete with the business of the Company or any of its Affiliates Subsidiaries which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if the Optionee Management Stockholder (I) is not a controlling person Person of, or a member of a group which controls, such entity, Person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such Person; and/or (B) provide services for a subsidiary, division, or other entity of a person or entity. If the Optionee is bound by any other agreement , which either through another subsidiary or division competes with the business of the Company regarding or any of its Subsidiaries as described in clause (ii) above, so long as the use Management Stockholder does not, directly or disclosure as a service provider to the subsidiary, division, or entity for which the Management Stockholder is providing services, so compete. (b) The Company shall have the right to disclose this Agreement or its contents to any of Confidential Informationthe Management Stockholder’s future employers for the purpose of providing notice of the post-employment restrictions contained herein. The Company will provide the Management Stockholder with written notice if and when the Company discloses the existence of this Agreement to any future employer. (c) Notwithstanding any of the foregoing, the provisions of Section 23(a) are in addition to, and not in lieu of, any similar covenants under which the Management Stockholder may already be, or may become, obligated, and if the Management Stockholder violates any of the covenants contained in Section 23(a) or such other similar covenants referenced in this Section shall 23(c), by executing this Agreement, the Management Stockholder expressly acknowledges and agrees that all Stock and Options held by the Management Stockholder are subject to the Company’s right to treat any such shares of Stock and Options held by the Management Stockholder in the same manner as if the Management Stockholder’s employment had been terminated for Cause by the Company; provided, further, that if the Company has exercised any of its rights under Section 5 with respect to any New Options and/or any New Option Stock, and at any time during the 18-month period following the date of termination of the Management Stockholder’s employment that gave rise to the Company’s exercise of such rights, the Management Stockholder violates any of the covenants referenced in this Section 23(c), then the Management Stockholder shall, promptly upon receipt of written notice by the Company, be read required to pay to the Company (i) with respect to any New Option Stock, any amount received from the Company in excess of the Option Exercise Price paid by the Management Stockholder pursuant to Section 5 and (ii) with respect to any New Options, the net-after tax amount received from the Company in respect of such a way as New Options pursuant to further restrict and not to permit any more extensive use or disclosure of Confidential InformationSection 5. (bd) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope scope, or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope scope, or area. Because the OptioneeManagement Stockholder’s services are unique and because the Optionee Management Stockholder has had access to Confidential Information, the Optionee agrees parties hereto agree that money damages will be an inadequate remedy for any breach of this SectionAgreement. In the event of a breach or threatened breach of this SectionAgreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Optionee breaches any of the provisions of this Section, in addition to all other remedies that may be available to the Company, the Option shall terminate immediately for no consideration, and if any portion of the Option was exercised, the Optionee shall be required to pay to the Company the amount by which, at the time of exercise, the Fair Market Value of the Shares was greater than the aggregate Exercise Price paid for the Shares, on a net after-tax basis.