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

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal to 50% of the Management Stockholder's base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company. (b) The Management Stockholder Except as required by law or judicial process, the Purchaser will not disclose or use at any time time, any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information developed by or on behalf of the Company that is not generally known to the public or within the industry and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, secrets and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in (a) is a form generally available matter of public knowledge through no fault of Purchaser, (b) is disclosed by Purchaser with the Company's prior written consent to the public unrestricted disclosure, (c) was known by Purchaser prior to the date hereof, (d) is independently developed by Purchaser without using any Confidential Information or (e) is lawfully obtained by Purchaser from any third party who did not obtain the Management Stockholder proposes to disclose information directly from the Company or use such informationits representatives or agents. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Datedate hereof, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company. (b) The Management Stockholder Except as required by law or judicial process, the Purchaser will not disclose or use at any time time, any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information developed by or on behalf of the Company that is not generally known to the public or within the industry and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, secrets and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in (a) is a form generally available matter of public knowledge through no fault of Purchaser, (b) is disclosed by Purchaser with the Company's prior written consent to the public unrestricted disclosure, (c) was known by Purchaser prior to the date hereof, (d) is independently developed by Purchaser without using any Confidential Information or (e) is lawfully obtained by Purchaser from any third party who did not obtain the Management Stockholder proposes to disclose information directly from the Company or use such informationits representatives or agents. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Purchaser an amount equal to 50% of the Management StockholderPurchaser's base salary on the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder Purchaser will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Purchaser proposes to disclose or use such information. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with KKR Partners II, L.P. ("Partners II")) and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of rims or wheels for vehicles or of any other product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with Partners II) on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with Partners II) is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason Subsidiaries or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employmentAffiliates. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of following the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such date of termination, the Company pays the Management Stockholder Purchaser, in installments consistent with the Company's then current salary payment policies, an amount equal to 50% of the Management StockholderPurchaser's base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such an enterprise, whether as an owner, stockholder, partner, member, joint venturer of otherwise, and shall include any direct or indirect participation in such an enterprise as a consultant, licensor of technology or otherwise. Nothing herein will prevent the Purchaser from, at any time, owning in the aggregate not more than 1% of the outstanding stock of any publicly traded class of stock of a corporation. (b) The Management Stockholder Purchaser will not disclose or use at any time for so long as the Purchaser is employed by the Company or one of its Subsidiaries or Affiliates and for a period of five years thereafter, any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known or available to the public and that is used, developed or obtained by the Company or its subsidiaries Subsidiaries or Affiliates in connection with its businessbusinesses, including but not limited to to, (i) products or services, ; (ii) fees, costs and pricing structures, ; (iii) designs, ; (iv) computer software, including operating systems, applications and program listings, ; (v) flow charts, manuals and documentation, ; (vi) data bases, ; (vii) accounting and business methods, ; (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, ; (ix) customers and clients or customer requirements, order levels or projections and customer or client lists, ; (x) other copyrightable works, ; (xi) all technology and trade secrets, ; and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Purchaser proposes to disclose or use such information. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries Subsidiaries and Affiliates (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries Subsidiaries or Affiliates belong to the Company. The Management Stockholder foregoing sentence does not apply to any copyrights, works, inventions, innovations, improvements, developments, patents, trademarks or other information: (i) for which no equipment, supplies, facility or Confidential Information of the Company were used; (ii) which were developed entirely on the Executive's own time; (iii) which do not relate at the time of conception or reduction to practice to the Company's current business or its anticipated research or development; and (iv) which do not result from any work performed by Executive for the Company. The Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that, effective as of the Base Date, Date and for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year (or such longer period provided in any employment agreement with the Management Stockholder) thereafter (the "Noncompete Period"), the Management Stockholder shall not, not directly or indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any business in Competition (as defined below) with the productionbusiness of the Company, sale its subsidiaries, its theater affiliates, or distribution any affiliate of any product producedeither Kohlberg Kravis & Robexxx & Xo. L.P. or Hicks, soldMuse, distributed or which is Tate & Xursx Xxxorporated principally engaged in development by the Company or its subsidiaries on theater business in existence as of the date hereof or during of Management Stockholder's termination of employment (the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business "Restricted Group"), other than through the Management Stockholder's employment with the Company or any of its subsidiaries. In For purposes of this Section 26(a), a business shall be deemed to be in "Competition" with the Restricted Group if it is principally engaged in the theater business within the same geographic area in which any member of the Restricted Group conducts such business. Nothing in this Section 26 shall be construed so as to preclude the Management Stockholder from investing in any publicly or privately held company, provided that the Management Stockholder's beneficial ownership of any class of such company's securities does not exceed 1% of the outstanding securities of such class. Notwithstanding the foregoing, in the event that the Management Stockholder's Stockholder has an employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At agreement with the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal any covenant not to 50% of the Management Stockholder's base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of compete therein will supersede this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's performance of dutiesagreement, if any, assigned to the Management Stockholder by with the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In ------------------------------------------------------ consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Vesting Reference Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), that the Management Stockholder ------------------ Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Purchaser an amount equal to 50% of the Management StockholderPurchaser's base salary on the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" -------------------------------- shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder Purchaser will not disclose or use at any time during the Noncompete Period (as such period may be extended pursuant to Section 25(a)), any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means ------------------------ information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Purchaser proposes to disclose or use such information. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including including, without limitation limitation, assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries. . (b) In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then as additional required consideration for the Management Stockholder's covenant not to compete, the Company shall pay the Management Stockholder salary continuation in an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employmentemployment for the Noncompete Period. In the event that the Management Stockholder's employment with the Company or any of its subsidiaries is terminated by the Management Stockholder without Good Reason or by the Company with Cause, then the Company shall not be required to pay the Management Stockholder any additional consideration for the Management Stockholder's covenant not to compete. (c) At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays agrees to continue to pay the Management Stockholder salary continuation an amount equal to 50% of the Management Stockholder's base salary on the date of the termination of his employmentsalary. Each amount referred to in the preceding two sentences paragraphs shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. During the Noncompete Period the Management Stockholder shall be free to work in any employment approved by the Chief Executive Officer of the Company which approval shall not be unreasonably withheld. Such approved employment shall not serve to reduce any payments that the Management Stockholder is receiving pursuant to this provision. (bd) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers customers, vendors and clients and customer customer, vendors or client lists, (x) personnel information, (xi) other copyrightable works, (xixii) all technology and trade secrets, and (xiixiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all its actions reasonably requested by the Company (whether during or after employment with the Company or the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential informationConfidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Purchaser an amount equal to 50% of the Management StockholderPurchaser's base salary on the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder Purchaser will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Purchaser proposes to disclose or use such information. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderOptionee, the Management Stockholder Optionee hereby agrees effective as of the Base Grant Date, for so long as the Management Stockholder Optionee is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder Optionee shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderOptionee's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management StockholderOptionee's employment, the Company gives the Management Stockholder Optionee notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Optionee an amount equal to 50% of the Management StockholderOptionee's base salary on the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder Optionee will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder Optionee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderOptionee's performance of duties, if any, assigned to the Management Stockholder Optionee by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Optionee proposes to disclose or use such information. The Management Stockholder Optionee acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Optionee while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Optionee will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderManager, the Management Stockholder Manager hereby agrees effective as of the Base Dateagrees, for so long as the Management Stockholder Manager is employed by the Company or one of its subsidiaries Affiliates and for a period of one year thereafter six (6) months after the date of termination of the Manager's employment (the "Noncompete Period"), that the Management Stockholder Manager shall not, not (i) directly or indirectly, engage as an employee, agent, manager, director, officer, stockholder, partner or otherwise, own, manage, operate, control, be employed by, participate in or be connected in any manner whatsoever with the productionownership, sale management, operation or distribution control of any product producedbusiness in competition with the principal business activities in which the Company is engaged, soldor has material plans to engage in, distributed at the time of the termination of the manager's employment, (ii) solicit from any company, or any division, department or subsidiary of any company, or any individual employed by any of the foregoing, any business relating to services similar to the services which is in development were performed by the Company relating to the Company's principal business activities, its joint venturers or affiliates for such company during the Manager's employment by the Company or its subsidiaries on the date hereof Affiliates or during the Noncompete Period anywhere in the world in which the Company (iii) request or its subsidiaries is doing cause any company to cancel or terminate any business other than through the Management Stockholder's employment relationship with the Company Company, its joint venturers or affiliates, or directly or indirectly solicit or otherwise cause any of employee to terminate such employee's relationship with the Company, its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason joint venturers or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employmentaffiliates. At the Company's option, the Noncompete Period may be extended for an additional three (3) month period (the "Noncompete Extension Period") if within one year period if (i) within nine months month of the termination of the Management Stockholder's employment, Noncompete Period the Company gives the Management Stockholder Manager notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Manager an amount equal to 50% of one-fourth the Management StockholderManager's annual base salary on as of the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time . At the Company electsCompany's option, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(aNoncompete Extension Period may be extended for an additional three (3) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing month period pursuant to the Management Stockholderprovisions of the two preceding sentences. For purposes of this AgreementSection 23, "principal business activities" of the phrase "directly Company shall mean those business activities of the Company pursuant to which the Company has derived during the preceding twelve month period, or indirectly engage in" shall include any direct reasonably expects to derive within twelve months of the termination of the Manager's employment, ten percent (10%) or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer more of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwiseits consolidated revenues. (b) The Management Stockholder will manager shall promptly and fully disclose to the Company, and with all Necessary detail for development, marketing; sale and installation, any and all know-how, discoveries, inventions, improvements, ideas, writings, formulae, processes and methods (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written by the Manager (whether or not disclose at the request or use upon the suggestion of the Company) during the term of the Manager's employment, solely or jointly with others, in or relating to any activities of the Company or an affiliate known to the Manager as a consequence of the Manager's employment (collectively referred to herein as the "Subject Matter"). (c) The Manager hereby assigns and transfers, and agrees to assign and transfer, to the Company, all right, title and interest in and to the Subject Matter, and the Manager further agrees' to execute, acknowledge and deliver all such further papers, including applications for copyrights and patents, as may be necessary to obtain copyrights or patents for any thereof in any and all countries and to vest title thereto to the Company. The Manager shall assist the Company in obtaining such copyrights or patents during the period of this Agreement and any time thereafter and to testify in any prosecution or litigation involving any of the Subject Matter. (d) The Manager shall not, during the period of this Agreement, or at any time thereafter, directly or indirectly, disclose or permit to be known, to any Confidential Information (person, f inn or cooperation, any trade-secrets or confidential information acquired by him during the course of or as defined below) of an incident to the employment hereunder, relating to the Company, its officers or directors, any company which the Management Stockholder is Manager has knowledge of or becomes aware, whether or not such information is developed by him, except to dealt with in the extent that such disclosure or use is directly related to and required by the Management Stockholder's performance course of duties, if any, assigned to the Management Stockholder his employment by the Company. As used , or any joint venture or affiliate of the Company, or in this Agreementwhich any of the foregoing has a beneficial interest, the term "Confidential Information" means information that is not generally known to the public and that is usedincluding, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but is not limited to, the Subject Matter as well as information relating to (i) products or servicesagreements, (ii) feesresearch, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventionswritings, devicesmanuals, new developments, methods marketing and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) any other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever formdocument embodying such confidential information. Confidential Information will information shall not include any information that has been published (i) is in the public domain other than by reason of a form generally available breach hereof; or (ii) was in the possession of the Manager at the time of the disclosure; or (iii) was obtained by the Manager in good faith from a third party entitled to disclose it; or (iv) was required to be disclosed by a court of competent jurisdiction or a governmental authority with authority over the Company, in which case the Manager shall use the Manager's best efforts, prior to such disclosure, to give timely notice of such requirement to the public prior Board of Directors of the Company which shall have the right to object to such disclosure or seek confidential treatment of the confidential information. (e) All names of actual or potential clients which have been solicited or are on any mailing lists, rolodex, files or directories in the possession or under the control of the Manager (whether in written, electronic or other formats), and all information and documents relating to the date the Management Stockholder proposes to disclose Company or use such information. The Management Stockholder acknowledges and agrees that all copyrightsits joint venturers or affiliates, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business shall be the-exclusive property of the Company and its subsidiaries (the Manager shall use the Manager's best efforts to prevent any publication or disclosure thereof. Upon termination of the Manager's employment with the Company, all names of actual or potential customers, documents, records, reports, writings and other similar documents containing confidential information, or trade-secrets including its predecessors) and conceivedcopies thereof, developed then in the Manager's possession or made by the Management Stockholder while employed by the Company or its subsidiaries belong control shall be promptly returned to the Company. (f) Notwithstanding clauses (a) and (d) above, if at any time a court holds that the restrictions stated in such clauses (a) and (d) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. The Management Stockholder will perform all actions reasonably requested Manager and the Company recognize that the services to be rendered by the Manager are of a special, unique, unusual, extraordinary and intellectual character involving a high degree of skill and having a peculiar value, the loss of which may cause the Company (whether during immediate and irreparable harm which cannot be adequately compensated in damages. In the event of a breach or after threatened breach by the Noncompete Period) Manager of this Agreement, the Manager consents that the Company shall be entitled to establish injunctive relief, both preliminary and confirm such ownership permanent, without bond, and the Manager will not raise the defense that the Company has an adequate remedy at law. In addition, the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by Company shall be entitled to any other agreement with the Company regarding the use legal or disclosure of confidential information, the provisions of equitable remedies as may be available under law. The remedies provided in this Agreement shall be read deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in such a way as to further restrict and not to permit equity for the same event or any more extensive use or disclosure of confidential informationother event.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company. (b) The Management Stockholder Except as required by law or judicial process, the Purchaser will not disclose or use at any time time, any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information developed by or on behalf of the Company that is not generally known to the public or within the industry and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, secrets and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in (a) is a form generally available matter of public knowledge through no fault of Purchaser, (b) is disclosed by Purchaser with the Company's prior written consent to the public unrestricted disclosure, (c) was known by Purchaser prior to the date hereof, (d) is independently developed by Purchaser without using any Confidential Information or (e) is lawfully obtained by Purchaser from any third party who did not obtain the Management Stockholder proposes to disclose information directly from the Company or use such informationits representatives or agents. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company granting Options to the Management Stockholder and entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "“Noncompete Period"”), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's ’s employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's ’s employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's ’s base salary on the date of the termination of the Management Stockholder's ’s employment. At the Company's ’s option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's ’s employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal to 50% of the Management Stockholder's ’s base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "“directly or indirectly engage in" ” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's ’s performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term "“Confidential Information" ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's ’s expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Vesting Reference Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), that the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Purchaser an amount equal to 50% of the Management StockholderPurchaser's base salary on the date of the termination of his employment. Each Such amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. (b) The Management Stockholder Purchaser will not disclose or use at any time during the Noncompete Period (as such period may be extended pursuant to Section 25(a)), any Confidential Information (as defined below) of which the Management Stockholder Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management StockholderPurchaser's performance of duties, if any, assigned to the Management Stockholder Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder Purchaser proposes to disclose or use such information. The Management Stockholder Purchaser acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder Purchaser while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder Purchaser will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including including, without limitation limitation, assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries. . (b) In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then as additional required consideration for the Management Stockholder's covenant not to compete, the Company shall pay the Management Stockholder salary continuation in an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employmentemployment for the Noncompete Period. In the event that the Management Stockholder's employment with the Company or any of its subsidiaries is terminated by the Management Stockholder without Good Reason or by the Company with Cause, then the Company shall not be required to pay the Management Stockholder any additional consideration for the Management Stockholder's covenant to compete. (c) At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays agrees to continue to pay the Management Stockholder salary continuation an amount equal to 50% of the Management Stockholder's base salary on the date of the termination of his employmentsalary. Each amount referred to in the preceding two sentences paragraphs shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer venture of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. During the Noncompete Period the Management Stockholder shall be free to work in any employment approved by the Chief Executive Officer of the Company which approval shall not be unreasonably withheld. Such approved employment shall not serve to reduce any payment that the Management Stockholder is receiving pursuant to this provision. (bd) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers customers, vendors and clients and customer customer, vendors or client lists, (x) personnel information, (xi) other copyrightable works, (xixii) all technology and trade secrets, and (xiixiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after employment with the Company or the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential informationthe Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "“Noncompete Period"”), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's ’s employment with the Company or any of its subsidiaries. . (b) In the event that the Management Stockholder's ’s employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then as additional required consideration for the Management Stockholder’s covenant not to compete, the Company shall pay the Management Stockholder salary continuation in an amount equal to 50% of such Management Stockholder's ’s base salary on the date of the termination of the Management Stockholder's employment’s employment for the Noncompete Period. In the event that the Management Stockholder’s employment with the Company or any of its subsidiaries is terminated by the Management Stockholder without Good Reason or by the Company with Cause, then the Company shall not be required to pay the Management Stockholder any additional consideration for the Management Stockholder’s covenant not to compete. (c) At the Company's ’s option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's ’s employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays agrees to continue to pay the Management Stockholder salary continuation an amount equal to 50% of the Management Stockholder's ’s base salary on the date of the termination of his employmentsalary. Each amount referred to in the preceding two sentences paragraphs shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "“directly or indirectly engage in" ” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise. During the Noncompete Period the Management Stockholder shall be free to work in any employment approved by the Chief Executive Officer of the Company which approval shall not be unreasonably withheld. Such approved employment shall not serve to reduce any payments that the Management Stockholder is receiving pursuant to this provision. (bd) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder's ’s performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term "“Confidential Information" ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers customers, vendors and clients and customer customer, vendors or client lists, (x) personnel information, (xi) other copyrightable works, (xixii) all technology and trade secrets, and (xiixiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after employment with the Company or the Noncompete Period) to establish and confirm such ownership at the Company's ’s expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential informationConfidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.