Common use of Confidentiality and Noncompetition Clause in Contracts

Confidentiality and Noncompetition. 13.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company and to which the Executive gains access by reason of his position as an employee or director of Energy East or the Company. 13.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East with respect to products which Energy East, the Company or any generation subsidiary of Energy East are then producing or services Energy East, the Company or any generation subsidiary of Energy East are then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, the Company or any generation subsidiary of Energy East or are outside of the Restricted Territory. For purposes of this Section 13.2, the "Restricted Territory" shall be the states of Maryland, New Jersey, New York and Pennsylvania. If, at any time following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-Control, or the Potential Change- in-Control under the circumstances described in the second sentence of Section 10.1 hereof.

Confidentiality and Noncompetition. 13.1 12.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company or any of its subsidiaries or affiliates and is not generally known or available in the market place, and to which the Executive gains access by reason of his position as an employee or director of Energy East the Company or the Companyany of its subsidiaries or affiliates (each, an "EE Entity"). 13.2 12.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East the Company terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East the Company upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East EE Entity with respect to products which Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then producing or services Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, the Company or any generation subsidiary of Energy East EE Entity or are outside of the Restricted Territory. For purposes of this Section 13.212.2, the "Restricted Territory" shall be the states of Connecticut, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York York, Pennsylvania, Rhode Island and PennsylvaniaVermont. If, at any time in connection with or following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East the Company terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-Control, or the Potential Change- in-Control under the circumstances described in the second sentence of Section 10.1 hereof.

Confidentiality and Noncompetition. 13.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company and to which the Executive gains access by reason of his position as an employee or director of Energy East or the Company. 13.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East the Company terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East the Company upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East NYSEG with respect to products which Energy East, the Company or any generation subsidiary of Energy East NYSEG are then producing or services Energy East, the Company or any generation subsidiary of Energy East NYSEG are then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, the Company or any generation subsidiary of Energy East NYSEG or are outside of the Restricted Territory. For purposes of this Section 13.2, the "Restricted Territory" shall be the states of Maryland, New Jersey, New York and Pennsylvania. If, at any time following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East the Company terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-Control, or the Potential Change- in-Control under the circumstances described in the second sentence of Section 10.1 hereof.

Confidentiality and Noncompetition. 13.1 12.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company or any of its subsidiaries or affiliates and is not generally known or available in the marketplace, and to which the Executive gains access by reason of his position as an employee or director of Energy East the Company or the Companyany of its subsidiaries or affiliates (each, an "EE Entity"). 13.2 12.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East the Company terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East the Company upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East EE Entity with respect to products which Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then producing or services Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy Eastany EE Entity, the Company or any generation subsidiary of Energy East or are outside of the Restricted Territory. For purposes of this Section 13.212.2, the "Restricted Territory" shall be the states of Connecticut, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York York, Pennsylvania, Rhode Island and PennsylvaniaVermont. If, at any time in connection with or following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East the Company terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-Control, or the Potential Change- in-Control under the circumstances described in the second sentence of Section 10.1 hereof.

Confidentiality and Noncompetition. 13.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company and to which the Executive gains access by reason of his position as an employee or director of Energy East or the Company. 13.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, East or the Company or any generation subsidiary of Energy East with respect to products which Energy East, East or the Company or any generation subsidiary of Energy East are then producing or services Energy East, East or the Company or any generation subsidiary of Energy East are then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, East or the Company or any generation subsidiary of Energy East or are outside of the Restricted Territory. For purposes of this Section 13.2, the "Restricted Territory" shall be the states of Maryland, New Jersey, New York and Pennsylvania. If, at any time following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period), the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-in- Control, or the Potential Change- Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof.

Confidentiality and Noncompetition. 13.1 12.1 The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or any of its subsidiaries or affiliates and is not generally known or available in the Company market place, and to which the Executive gains access by reason of his position as an employee or director of Energy East or the Companyany of its subsidiaries or affiliates (each, an "EE Entity"). 13.2 12.2 If, at any time prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment without Good Reason (and not in connection with his Disability, Retirement or death) or Energy East terminates his employment with Cause, then for a twelve-month period immediately following his Date of Termination, the Executive shall not, except as permitted by Energy East upon its prior written consent, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, the Company or any generation subsidiary of Energy East EE Entity with respect to products which Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then producing or services Energy East, the Company or any generation subsidiary of Energy East are EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor which are not directly competitive with the primary lines of business of Energy East, the Company or any generation subsidiary of Energy East EE Entity or are outside of the Restricted Territory. For purposes of this Section 13.212.2, the "Restricted Territory" shall be the states of Connecticut, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York York, Pennsylvania, Rhode Island and PennsylvaniaVermont. If, at any time in connection with or following a Change-in-Control, or a Potential Change-in-Control under the circumstances described in the second sentence of Section 10.1 hereof, and prior to the end of the Term (or, if later, the end of the Change-in-Control Protective Period)Term, the Executive terminates his own employment with Good Reason (and not in connection with his Disability or Retirement) or Energy East terminates his employment without Cause, then for a twelve month period immediately following his Date of Termination, the Executive shall not enter into the employ of any person, firm or corporation or any affiliate thereof (as such term is defined in Rule 12b-2 of the Exchange Act) that caused the Change-in-Control, or the Potential Change- in-Control under the circumstances described in the second sentence of Section 10.1 hereof.