Common use of Covenant Not To Compete and Confidentiality Clause in Contracts

Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Company’s and Parent’s reliance and expectation of Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, Executive agrees to the provisions set forth below. (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. (iii) Executive shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive (or in the event of Executive’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term of Executive’s employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges Company’s 's and Parent’s 's reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, the Executive agrees to the provisions set forth below.: (i) Executive shall not compete with the Company or Parent, Parent as defined in this paragraph 10(a)(ii) below10(a)(i), for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after first anniversary of the termination terminate date, (B) if this Agreement is terminated by the Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after one year from the date of termination, or (C) if The Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after first anniversary of the termination date. (ii) . The phrase “"shall not compete with the Company or Parent” " means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing home finance business or any other business activity of the Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “"Business”"); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate and technology, active investments in real estate and technology that do not interfere or conflict with the performance of Executive’s 's duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. (iiiii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iviii) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”"cause", then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by Company.; and (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”"cause", then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in Company's employ.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges CompanyOrigen’s and Parent’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company Origen and Parent, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the first anniversary of the termination of the Executive’s employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any business which is materially similar to or which is competitive with the manufactured housing finance business then or at any other business activity of Company or Parent in which Executive has any involvement time during the term of this Agreement conducted or actively proposed to be conducted by Origen, Parent, the Subsidiaries, or any company owned or controlled by Origen, Parent or under common control with Origen, Parent or the Subsidiaries (“Affiliate”), anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate and technology, active investments in real estate and technology that do not interfere or conflict with the performance of the Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) % of the outstanding shares of such business.; (iiiii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of CompanyOrigen, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iviii) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s death, his personal representative) shall return to Company Origen any and all copies (whether prepared by or at the direction of Company Origen or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (viv) For without limiting the foregoing, for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Causecause”, then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from CompanyOrigen, Parent or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s employment with Company Origen or with any party whose identity or potential potential as a customer or supplier was confidential or learned by the Executive during his employment by Company.Origen; and (viv) For without limiting the foregoing, for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Causecause”, then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in Origen’s employ.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges Company’s and Parent’s the Subsidiaries' reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parentthe Subsidiaries, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the expiration of the Executive's employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any business which is materially similar to or which is competitive with the manufactured housing finance business then or at any other business activity of Company or Parent in which Executive has any involvement time during the term of this Agreement conducted or actively proposed to be conducted by the Subsidiaries, or any company owned or controlled by Bingxxx xx under common control with Bingxxx xx the Subsidiaries ("Affiliate"), anywhere within the continental United States or Canada (the “"Business”"); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate, active investments in real estate that do not interfere or conflict with the performance of the Executive’s 's duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business.; (ii) for a two year period commencing upon the termination for any reason of Executive's employment under this Agreement, the Executive shall not, in the continental United States or Canada, engage in the Business; (iii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent the Subsidiaries or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iv) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to Company the Subsidiaries any and all copies (whether prepared by or at the direction of Company the Subsidiaries or the Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (v) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months one (1) year from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either not directly or indirectly, indirectly divert, or by aid to others, do anything which would tend to divert, from Company, Parent the Subsidiaries or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with Company the Subsidiaries or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by Company.the Subsidiaries; and (vi) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months one (1) year from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, induce or advise or recommend attempt to any other person that such other person employ or solicit for employment, induce any person employed by Company during with whom the term Executive was acquainted while in the Subsidiaries' employ to leave the employment of this Agreementthe Subsidiaries or any of the Affiliates.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company’s and Parent’s 's reliance on and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under during the term of this Agreement. In light of such reliance and expectation on the part of Company and Parentthe Company, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the termination of the Executive's employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, either directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in (A) the manufactured housing finance real estate business (the "Real Estate Business"), including, without limitation, the development, ownership, leasing, sales, management or financing of single family or multi-family housing, condominiums, townhome communities or other form of housing, or (B) any other business activity of Company which is competitive with the business then or Parent in which Executive has at any involvement time during the term of this Agreement conducted or proposed to be conducted by the Company, or any entity owned or controlled by the Company or under common control with the Company (an "Affiliate"), anywhere within the continental United States or Canada (the “Business”)Canada; provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make purely passive investments in the stock Real Estate Business; (ii) subject to paragraphs 8(a) and 8(c) of this Agreement, for a period of eighteen (18) months commencing upon the termination for any reason of the Executive's employment under this Agreement, the Executive shall not, either directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any aspect of the manufactured housing community business or any other business which is competitive with the business then or at any time during the term of this Agreement conducted or proposed to be conducted by the Company or any Affiliate (the "Company Business"), anywhere within the continental United States or Canada; except that the Executive may invest in any publicly traded business (including a competitive business)held entity engaged in the Company Business, so long as the stock if his investment in any competitive business such entity does not rise above exceed one percent (1%) in value of the issued and outstanding shares equity securities of such business.entity; (iii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent the Company or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iv) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to the Company any and all copies (whether prepared by or at the direction of the Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (v) For subject to paragraphs 8(a) and 8(c) of this Agreement, for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 eighteen (18) months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent the Company or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with the Company or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by the Company.; and (vi) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 eighteen (18) months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employcall upon, solicit compete for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in the Company's employ.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company’s and Parent’s 's reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under during the term of this Agreement. In light of such reliance and expectation on the part of Company and Parentthe Company, Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the expiration of Executive's employment under this Agreement terminates on the Contract Term Date having run its full courseAgreement, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in (A) the manufactured housing finance real estate business (the "Real Estate Business"), including, but not limited to, the development, ownership, leasing, sales, management or financing of single family or multi-family housing, condominiums, townhome communities or other form of housing, or (B) any other business activity of Company which is competitive with the business then or Parent in which Executive has at any involvement time during the term of this Agreement conducted or proposed to be conducted by the Company, or any corporation owned or controlled by the Company or under common control with the Company ("Affiliate"), anywhere within the continental United States or Canada (the “Business”)Canada; provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock Real Estate Business; (ii) subject to paragraphs 8(a) and 8(c) of this Agreement, for a period of eighteen (18) months commencing upon the termination for any reason of the Executive's employment under this Agreement, the Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any aspect of the manufactured housing community business or any other business which is competitive with the business then or at any time during the term of this Agreement conducted or proposed to be conducted by the Company or any Affiliate (the "Company Business"), anywhere within the continental United States or Canada; except that the Executive may invest in any publicly traded business (including a competitive business)held entity engaged in the Company Business, so long as the stock if his investment in any competitive business such entity does not rise above exceed one percent (1%) in value of the issued and outstanding shares equity securities of such business.entity; (iii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, indirectly to any person outside of Company, Parent the Company or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iv) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to the Company any and all copies (whether prepared by or at the direction of the Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (v) For subject to paragraphs 8(a) and 8(c) of this Agreement, for a period of eighteen (18) months commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reasonreason of the Executive's employment under this Agreement, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything take any action which would tend to divert, divert from Company, Parent the Company or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with the Company or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by the Company.; and (vi) For subject to paragraphs 8(a) and 8(c) of this Agreement, for a period of eighteen (18) months commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reasonreason of the Executive's employment under this Agreement, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in the Company's employ.

Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Company’s 's and Parent’s 's reliance and expectation of Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, Executive agrees to the provisions set forth below. (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after first anniversary of the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after one year from the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after first anniversary of the termination date. (ii) The phrase “"shall not compete with Company or Parent” " means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “"Business”"); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s 's duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. (iii) Executive shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “"Affiliate”"). (iv) Promptly upon the termination of this Agreement for any reason, Executive (or in the event of Executive’s 's death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “"Cause”", then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term of Executive’s 's employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “"Cause”", then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.

Covenant Not To Compete and Confidentiality. For and in consideration of: (ai) Executive acknowledges Company’s Employers' employment of Employee pursuant to Article I of this Agreement; (ii) the acquisition of all of the shares of common stock of NBSC Corporation held by Employee by Synovus; (iii) Employers' entering into this Agreement; and Parent’s reliance and expectation of Executive’s continued commitment to performance of his duties and responsibilities (iv) the issuance under this Agreement. In light Agreement of such reliance and expectation on options to purchase shares of common stock of Synovus pursuant to the part of Company and Parentterms hereof, Executive Employee hereby agrees to the provisions set forth belowfollowing: A. Employee agrees that for the five-year period prior to the Agreement Termination Date, and for a period of 18 months subsequent to the Agreement Termination Date if Employee is employed by Employer on the Agreement Termination Date, and in no event for less than 18 months after any Termination Date, he will not form, organize or acquire more than 5% of the capital stock of, or cause his affiliates or other persons or entities under his control to form, organize or acquire more than 5% of the capital stock of, or serve as an executive officer or director of a depository financial institution (i) which is not an affiliate of Synovus (including any holding company thereof) and (ii) which is located or has offices in the State of South Carolina. (i1) Executive shall not compete with Company or ParentEmployee agrees that, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement both during the term of this Agreement anywhere within and after the continental United States or Canada (termination of this Agreement, Employee will hold in a fiduciary capacity for the “Business”); providedbenefit of Employer, however, that (A) Executive and shall not be prohibited from serving directly or indirectly use or disclose, except as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged authorized by Employer in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict connection with the performance of Executive’s duties or directly compete with the BusinessEmployee's duties, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business)Trade Secret, so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. (iii) Executive shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential hereinafter, that Employee may have or otherwise remain wholly or partially protectable, either acquire during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of for so long as such information remains a Trade Secret. The term "Trade Secret" as used in this Agreement for any reasonshall mean information including, Executive (but not limited to, technical or in the event of Executive’s deathnontechnical data, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all recordsa formula, drawingsa pattern, materialsa compilation, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reasonprogram, a device, a method, a technique, a drawing, a process, financial data, financial plans, loan portfolios, marketing plans, product plans, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term a list of Executive’s employment with Company or with any party whose identity actual or potential as a customer customers or supplier was confidential suppliers, including without limitation, information received by Employer or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration Employee from any client or potential client of 18 months from the termination of this Agreement for any reasonEmployer, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.which:

Covenant Not To Compete and Confidentiality. The Executive acknowledges that the Company is engaged in the business of originating, servicing, selling, and brokering commercial and mortgage loans (the "Company Business") in Georgia and the states contiguous thereto, and his work for the Company has given him and may continue to give him access to trade secrets of, and confidential information concerning, the Company. Accordingly, the Executive covenants and agrees as follows: (a) During the Term and for a period of two years (the "Restricted Period") following the earlier of (x) the expiration of the Term and (y) the date the Executive acknowledges ceases to be employed by the Company’s , the Executive will not, in the State of Georgia or in the states adjacent thereto, directly or indirectly, (i) engage in the Company Business for Executive's own account, (ii) engage in the Company Business as an employee, consultant or commissioned agent on the behalf of any person or entity engaged in any business that competes with the Company Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person or entity engaged in any business that competes with the Company Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with a business relationship (whether formed before or after the date of this Agreement) between the Company or any shareholder of the Company and Parent’s reliance its subsidiaries that are engaged in a business similar to the Company Business (the "Company Affiliates") and expectation customers of the Company or the Company Affiliates. (b) Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly own, solely as an investment, securities of any entity engaged in the Company Business if the Executive (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. (c) During the Term of the Executive’s continued commitment 's employment hereunder and thereafter the Executive will keep secret and retain in strict confidence and will not use for the benefit of himself or others except in connection with the business and affairs of the Company and the Company Affiliates, all confidential matters relating to performance the Company Business or to the Company or the Company Affiliates which are unique to the Company Business, the Company or the Company Affiliates, as the case may be, including "know- how", financial information, trade secrets, customer lists, pricing policies, marketing plans or strategies and other business affairs relating to the Company Business or to the Company or the Company Affiliates that are unique to the Company Business, the Company or the Company Affiliates, as the case may be, and that are learned by the Executive whether before or after the date of this Agreement, and will not disclose them to anyone outside of the Company and the Company Affiliates, whether during or after employment by the Company, except (i) as required in the course of performing his duties and responsibilities under this Agreement. In light of such reliance and expectation on for the part of Company and ParentCompany, Executive agrees (ii) with the Company's express written consent or (iii) to the extent any such confidential matter must be disclosed by the Executive pursuant to law and the Executive's disclosure is limited to that which is required by law, upon 10 days prior written notice to the Company. (d) All memoranda, notes, lists, records and other documents or papers (and all copies hereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of the Executive, or made available to the Executive concerning the Company Business or the business of the Company, are and will be the Company's property and will be delivered to the Company promptly upon the termination of the Executive' employment with the Company. (e) During the Restricted Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company or the Company Affiliates to leave the employment of the Company or the Company Affiliates. (f) During the Restricted Period, the Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or the Company Affiliates any consultant then under contract with the Company or the Company Affiliates. (g) If the Executive breaches, or threatens to commit a breach of, any of the provisions set forth below.of this Section 10 (the "Restrictive Covenants"), the Company will have the following rights and remedies, each of which will be independent of the others and severally enforceable, and all of which will be in addition to and not in lieu of, any other rights and remedies available to the Company under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction; provided that the Executive shall not compete with acknowledges and agrees that, solely for purposes of the Company obtaining or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full courseattempting to obtain any such equitable relief, the date Executive will not challenge an assertion by the Company that is 18 months after any such breach or threatened breach will cause irreparable injury to the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i)Company, nor will it be asserted as a defense to any such attempt to obtain equitable relief that money damages will provide an adequate remedy to the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination dateCompany. (ii) The phrase “shall not compete with Company right and remedy to require the Executive to account for and pay over to the Company, all compensation, profits, monies, accruals, increments or Parent” means that other benefits (collectively, "Benefits") derived or received by the Executive shall not, directly as a result of any transactions constituting a breach or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) threatened breach of any corporation, firm or enterprise which is engaged in of the manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the BusinessRestrictive Covenants, and (y) is not otherwise involved in any way in the Business on behalf of Executive will account for and pay over such companyBenefits to the Company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such businesscase may be. (iii) The right and remedy to require the Executive shall to account for and pay over to the Company the amount paid to the Executive from the Deferred Compensation Account. (h) The Executive acknowledges and agrees that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part hereof, are invalid or unenforceable, the remainder of the Restrictive Covenants will not at be affected thereby and will be given full effect, without regard to the invalid portions. (i) If any timecourt determines that any of the Restrictive Covenants, for so or any part hereof, is unenforceable because of the duration or geographic scope of any such provision, such court will have the power to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision will then be enforceable. (j) The Restrictive Covenants may be enforced by the courts of any jurisdiction within the geographical scope of such covenants or any other such court that may properly exercise jurisdiction as long as any Confidential Information such court has jurisdiction over the Executive. If any of such courts hold the Restrictive Covenants unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants or otherwise (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during long as such courts have jurisdiction over the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive (or in the event of Executive’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) as to breaches of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or such covenants in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term of Executive’s employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit jurisdiction, such covenants as they relate to each jurisdiction being, for employmentthis purpose, any person employed by Company during the term of this Agreementseverable into distinct and independent covenants.

Covenant Not To Compete and Confidentiality. This Covenant Not To Compete and Confidentiality provision supersedes and replaces in its entirety the Covenant Not to Compete and Confidentiality provision of the Employment Agreement. (a) Executive Employee acknowledges Company’s and Parent’s Employers’ reliance and expectation of ExecutiveEmployee’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company Employers, Employee, in consideration of the compensation and Parentother payments to be made by Employers under this Agreement, Executive and without expectation for any additional payments or compensation, agrees to the provisions set forth below. (i) Executive Employee shall not compete with Company or Parent, as defined in paragraph 10(a)(iiSection 9(a)(ii) below, for a period commencing on the Effective Date and ending uponending: (A) if this Agreement terminates on the a Contract Term Date having run its full course, the date that is 18 12 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive Employee under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 12 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 12 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive Employee shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which which, in a manner that is competitive with and adverse to the business of Company or Parent, is engaged in the management of manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement assets anywhere within the continental United States or Canada (the a “Competitive Business”); provided, however, that (A) Executive Employee shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the that is a Competitive Business, so long as Executive Employee (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the that is a Competitive Business, and (y) is not otherwise involved in any way in the Competitive Business on behalf of such company, (B) Executive Employee shall be permitted to make investments that do not interfere or conflict with the performance of ExecutiveEmployee’s duties or directly compete with the Businessbusiness of the Company and Parent, and (C) Executive Employee shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive businessCompetitive Business), so long as the stock investment in any competitive business Competitive Business does not rise above one percent (1%) of the outstanding shares of such businessCompetitive Business and (D) Employee shall be entitled, without further obligation to the Company, to pursue directly or indirectly any transaction or opportunity that might be competitive to, or within the business of, the Company so long as that transaction or opportunity first is fully presented to the Board of Directors of Parent and the Board of Directors determines that Parent and the Company will not pursue that transaction or opportunity for itself. (iii) Executive Except to the extent legally required to do so, Employee shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive Employee (or in the event of ExecutiveEmployee’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or ExecutiveEmployee) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive Employee shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive Employee had any contact or association during the term of ExecutiveEmployee’s employment with Company Employers or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive Employee during his employment by CompanyEmployers. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive Employee shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement. This restriction shall not prohibit Employee from employing or soliciting for employment any non-employee consultants working for Employers, so long as such solicitation and employment does not result in the termination by the solicited non-employee consultant of its consulting relationship with the Employers. Specifically, Employee shall be permitted to employ or solicit for employment Xxxx Xxxxxxxxxxx and Xxxxxx Xxxxxx subject to the condition in the foregoing sentence. (b) As used in this Agreement, the term “Confidential Information” shall mean all business information of any nature and in any form which at the time or times concerned is not generally known to those persons engaged in business similar to that conducted or contemplated by Company, Parent or any Affiliate (other than by the act or acts of an employee not authorized by Company to disclose such information) and which relates to any one or more of the aspects of the business of Company, Parent or any of the Affiliates or any of their respective predecessors, including, without limitation, patents and patent applications, inventions and improvements (whether or not patentable), development projects, policies, processes, formulas, techniques, know-how, and other facts relating to sales, advertising, promotions, financial matters, customers, customer lists, customer purchases or requirements, and other trade secrets.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges Company’s 's and Parent’s 's reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, the Executive agrees to the provisions set forth below.: (i) Executive shall not compete with the Company or Parent, Parent as defined in this paragraph 10(a)(ii) below10(a)(i), for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after first anniversary of the termination date, (B) if this Agreement is terminated by the Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after one year from the date of termination, or (C) if The Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after first anniversary of the termination date. (ii) . The phrase “"shall not compete with the Company or Parent” " means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing home finance business or any other business activity of the Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “"Business”"); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate and technology, active investments in real estate and technology that do not interfere or conflict with the performance of Executive’s 's duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. (iiiii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iviii) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”"cause", then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by Company.; and (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”"cause", then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in Company's employ.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges CompanyOrigen’s and Parent’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company Origen and Parent, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the first anniversary of the termination of the Executive’s employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any business which is materially similar to or which is competitive with the manufactured housing finance business then or at any other business activity of Company or Parent in which Executive has any involvement time during the term of this Agreement conducted or actively proposed to be conducted by Origen, Parent, the Subsidiaries, or any company owned or controlled by Origen, Parent or under common control with Origen, Parent or the Subsidiaries (“Affiliate”), anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate and technology, active investments in real estate and technology that do not interfere or conflict with the performance of the Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) % of the outstanding shares of such business.; (iiiii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of CompanyOrigen, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iviii) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s death, his personal representative) shall return to Company Origen any and all copies (whether prepared by or at the direction of Company Origen or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (viv) For without limiting the foregoing, for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Causecause”, then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from CompanyOrigen, Parent or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s employment with Company Origen or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by Company.Origen; and (viv) For without limiting the foregoing, for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Causecause”, then for such period as the Executive is covered by the Severance Payment, the Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, employment any person employed by Company during with whom the term of this AgreementExecutive was acquainted while in Origen’s employ.

Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Company’s and Parent’s reliance and expectation of Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, Executive Executive, in consideration of the compensation and other payments to be made by Company under this Agreement, and without expectation for any additional payments or compensation, agrees to the provisions set forth below. (i) Executive shall not compete with Company or Parent, as defined in paragraph Section 10(a)(ii) below, for a period commencing on the Effective Date and ending uponending: (A) if this Agreement terminates on upon the Contract Term Date having run its full course, the date that is 18 12 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(iiSection 8(a)(ii) or by Executive under paragraph 7(a)(iSection 8(a)(i), the later to occur of (I) the Contract final day of the Term Date or (II) the date that is 18 12 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(iSection 8(a)(i), the date that is 18 12 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which which, in a manner that is competitive with and adverse to the business of Company or Parent, is engaged in the management of manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement assets anywhere within the continental United States or Canada (the a “Competitive Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the that is a Competitive Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the that is a Competitive Business, and (y) is not otherwise involved in any way in the Competitive Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Businessbusiness of the Company and Parent, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive businessCompetitive Business), so long as the stock investment in any competitive business Competitive Business does not rise above one percent (1%) of the outstanding shares of such businessCompetitive Business and (D) Executive shall be entitled, without further obligation to the Company, to pursue directly or indirectly any transaction or opportunity that might be competitive to, or within the business of, the Company so long as that transaction or opportunity first is fully presented to the Board of Directors of Parent and the Board of Directors determines that Parent and the Company will not pursue that transaction or opportunity for itself. (iii) Executive shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries their subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive (or in the event of Executive’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term of Executive’s employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.

Covenant Not To Compete and Confidentiality. (a) Executive Consultant acknowledges Company’s and Parent’s reliance and expectation of ExecutiveConsultant’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, Executive Consultant, in consideration of the compensation and other payments to be made by Company under this Agreement, and without expectation for any additional payments or compensation, agrees to the provisions set forth below. (i) Executive Consultant shall not compete with Company or Parent, as defined in paragraph 10(a)(iiSection 9(a)(ii) below, for a period commencing on the Effective Date and ending uponending: (A) if this Agreement terminates on the a Contract Term Date having run its full course, the date that is 18 12 months after the termination date, (B) if this Agreement is terminated by Company under paragraph Section 7(a)(ii) or by Executive Consultant under paragraph Section 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 12 months after the date of termination, or (C) if Company terminates this Agreement under paragraph Section 7(a)(i), the date that is 18 12 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive Consultant shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which which, in a manner that is competitive with and adverse to the business of Company or Parent, is engaged in the management of manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement assets anywhere within the continental United States or Canada (the a “Competitive Business”); provided, however, that (A) Executive Consultant shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the that is a Competitive Business, so long as Executive Consultant (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the that is a Competitive Business, and (y) is not otherwise involved in any way in the Competitive Business on behalf of such company, (B) Executive Consultant shall be permitted to make investments that do not interfere or conflict with the performance of ExecutiveConsultant’s duties or directly compete with the Businessbusiness of the Company and Parent, and (C) Executive Consultant shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive businessCompetitive Business), so long as the stock investment in any competitive business Competitive Business does not rise above one percent (1%) of the outstanding shares of such businessCompetitive Business and (D) Consultant shall be entitled, without further obligation to the Company, to pursue directly or indirectly any transaction or opportunity that might be competitive to, or within the business of, the Company so long as that transaction or opportunity first is fully presented to the Board of Directors of Parent and the Board of Directors determines that Parent and the Company will not pursue that transaction or opportunity for itself. (iii) Executive Consultant shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Information, directly or indirectly, to any person outside of Company, Parent or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries their subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive Consultant (or in the event of ExecutiveConsultant’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or ExecutiveConsultant) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive Consultant shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive Consultant had any contact or association during the term of ExecutiveConsultant’s employment engagement with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive Consultant during his employment engagement by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 12 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive Consultant shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company’s and Parent’s 's reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of the Company and Parentas an inducement for the Company to enter into this Agreement, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: upon the expiration of twenty-four (A24) if months following the termination of the Executive's employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, including, without limitation, the date that is 18 months after expiration of the termination date, term (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(ithe "Noncompetition Period"), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in (A) the development, ownership, leasing, management or financing of manufactured housing finance business communities, (B) the sales of manufactured homes, or (C) any other business activity of Company which is competitive with the business then or Parent in which Executive has at any involvement time during the term of this Agreement conducted or proposed to be conducted by the Company, or any corporation owned or controlled by the Company or under common control with the Company (the "Affiliates"), anywhere within the continental United States or Canada (the “Business”)Canada; provided, however, that that, notwithstanding anything to the contrary herein, (A1) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Businessevent that the Executive voluntarily terminates his employment with the Company, so long as Executive the Noncompetition Period shall extend until the later of the remainder of the initial 3-year term of this Agreement or the expiration of twenty-four (x24) does not serve as an employeemonths following the termination of Executive's employment under this Agreement, independent contractor or consultant for such subsidiary or affiliate engaged (2) in the Businessevent that the Company terminates the Executive's employment hereunder without "cause", the Noncompetition Period shall be reduced to twelve (12) months, and (y3) is not otherwise involved the Executive may invest in any way in the Business on behalf of publicly held corporation engaged, if such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above exceed one percent (1%) in value of the issued and outstanding shares capital stock of such business.corporation; (iiiii) the Executive shall not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent the Company or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”).Affiliate any Confidential Information; (iviii) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to the Company any and all copies (whether prepared by or at the direction of the Company or the Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information.; (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months from the termination of this Agreement for any reasonNoncompetition Period, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent the Company or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with the Company or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by the Company.; and (viv) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months from the termination of this Agreement for any reasonNoncompetition Period, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, induce or advise or recommend attempt to any other person that such other person employ or solicit for employment, induce any person employed by with whom the Executive was acquainted while in the Company's employ to leave the employment of the Company during or any of the term of this AgreementAffiliates.

Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges Company’s and Parent’s the Subsidiaries' reliance and expectation of the Executive’s 's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parentthe Subsidiaries, the Executive agrees to the provisions set forth below.that: (i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date date of this Agreement and ending upon: (A) if upon the expiration of the Executive's employment under this Agreement terminates on the Contract Term Date having run its full coursefor any reason, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any business which is materially similar to or which is competitive with the manufactured housing finance business then or at any other business activity of Company or Parent in which Executive has any involvement time during the term of this Agreement conducted or actively proposed to be conducted by the Subsidiaries, or any company owned or controlled by Bingxxx xx under common control with Bingxxx xx the Subsidiaries ("Affiliate"), anywhere within the continental United States or Canada (the “"Business”"); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make passive investments in real estate, active investments in real estate that do not interfere or conflict with the performance of the Executive’s 's duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business. ; (ii) for a two year period commencing upon the termination for any reason of Executive's employment under this Agreement, the Executive shall not, in the continental United States or Canada, engage in the Business; (iii) the Executive shall will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose any Confidential Informationdisclose, directly or indirectly, to any person outside of Company, Parent the Subsidiaries or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). Affiliate any Confidential Information; (iv) Promptly promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive’s 's death, his personal representative) shall return to Company the Subsidiaries any and all copies (whether prepared by or at the direction of Company the Subsidiaries or the Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. ; (v) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months one (1) year from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either not directly or indirectly, indirectly divert, or by aid to others, do anything which would tend to divert, from Company, Parent the Subsidiaries or any Affiliate any trade or business with any customer or supplier with whom the Executive had any contact or association during the term of the Executive’s 's employment with Company the Subsidiaries or with any party whose identity or potential as a customer or supplier was confidential or learned by the Executive during his employment by Company. the Subsidiaries; and (vi) For for a period commencing on the Effective Date date of this Agreement and ending upon the expiration of 18 months one (1) year from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, induce or advise or recommend attempt to any other person that such other person employ or solicit for employment, induce any person employed by Company during with whom the term Executive was acquainted while in the Subsidiaries' employ to leave the employment of this Agreementthe Subsidiaries or any of the Affiliates.

Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Company’s Employee has obtained or acquired and Parent’s reliance will, during the BANDAG, INCORPORATED AND SUBSIDIARIES course of Employee's employment with TDS, obtain or acquire, knowledge of Confidential Information, which knowledge would, in the event Employee were to become employed by or associated with a competitor of TDS, become available and expectation of Executive’s continued commitment provide invaluable benefits to performance of his duties such competitor and responsibilities under this Agreementcause irreparable harm to TDS. In light consideration of such reliance and expectation on the part severance payments provided herein, Employee will not, within the geographic location provided herein, from the date hereof until the number of Company and Parent, Executive agrees to the provisions months set forth below. (i) Executive shall not compete in the immediately following sentence has elapsed following termination of Employee's employment with Company or Parent, as defined in paragraph 10(a)(ii) below, TDS for a period commencing on the Effective Date and ending upon: (A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after the termination date, (B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or (C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date. (ii) The phrase “shall not compete with Company or Parent” means that Executive shall notany reason, directly or indirectly, engage as a director, officer, employee, or as an owner of any equity proprietary interest in (except for ownership of shares in a publicly traded company not exceeding five percent (5%) of any class of outstanding equity securities), or as a consultant or otherwise, render services to, have any financial interest in, or otherwise participate in the affairs of, any business ("Competitive Business") which is, or is planning or organizing to be, engaged in the manufacture and/or sale of products or the rendering of services competitive with the products manufactured or sold or the services rendered by TDS. Employee shall be restricted (as set forth in this Section 2(a)) for twenty-four (24) months following termination of Employee's employment with TDS, unless the reason for such termination is the voluntary termination of Employee, in which event the period of restriction shall be twelve (12) months, provided, however, that, in the event of Employee's voluntary termination, TDS shall have an interest the right, exercisable in its sole discretion, to cause such period of restriction to be twenty-four (24) months (such twenty-four (24) or twelve (12) month period is hereinafter referred to as the Period of Restriction). TDS may exercise such right by giving employee written notice of TDS' exercise of such right as soon as reasonably practicable after the effective date of Employee's voluntary termination. TDS' right to cause the Period of Restriction to be associated twenty-four months shall expire after the first installment payment provided by Section 4 hereof has been made. The geographic limitation of the foregoing covenant not to compete shall extend to any state of the United States in which TDS sold or actively attempted to sell its products or services within the one (1) year period prior to the termination of Employee's employment with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise TDS. In the event that Employee is employed by a Competitive Business which is engaged in the manufactured housing finance business manufacture or any other business activity sale of Company multiple products, this Section 2 shall apply to only those portions of said Competitive Business which are directly or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict indirectly competitive with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such businessTDS. (iiib) Executive shall not at any timeEmployee has, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term course of this Agreement his employment with Bandag and will, during the course of Employee's employment with TDS, obtain or thereafter, use or disclose any acquire knowledge of Confidential Information, which knowledge would, in the event Employee were to become employed by or associated with a competitor of Bandag or of any corporation or other entity in which Bandag owns, directly or indirectly, a majority of such corporation's or other entity's outstanding voting securities (a "Subsidiary"), become available and provide invaluable benefits to any person outside of Company, Parent such competitor and cause irreparable harm to Bandag or any company owned or controlled by Company or Parent or under common control with Company, Parent or the Subsidiaries (an “Affiliate”). (iv) Promptly upon the termination of this Agreement for any reason, Executive (or in the event of Executive’s death, his personal representative) shall return to Company any and all copies (whether prepared by or at the direction of Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information. (v) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, divert, or by aid to others, do anything which would tend to divert, from Company, Parent or any Affiliate any trade or business with any customer or supplier with whom Executive had any contact or association during the term of Executive’s employment with Company or with any party whose identity or potential as a customer or supplier was confidential or learned by Executive during his employment by Company. (vi) For a period commencing on the Effective Date and ending upon the expiration of 18 months from the termination of this Agreement for any reason, or in the event that the Executive is terminated without “Cause”, then for such period as the Executive is covered by the Severance Payment, Executive shall not, either directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by Company during the term of this Agreement.such