Common use of Covenant Not to Compete; Non-Solicitation Clause in Contracts

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee Executive acknowledges and recognizes that in each of the highly competitive businesses nature of the Company's business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive's employment, Executive will receive specific knowledge of the Company's business, have access to trade secrets and Confidential Information (as hereinafter defined), and participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following: a. that all times during the Term and any Renewal Term and for a period of two (2) years after termination of the Executive's employment under this Agreement or any renewal or extension thereof (the "Restricted Period'), for whatever reason and in any geographic areas in which the Company operated or was actively planning on operating as of the date of termination of the Executive's employment (the "Restricted Area"), Executive will be engaged following the Effective Datenot individually or in conjunction with others, personal contact is of primary importance directly engage in securing new customers and in retaining the accounts and goodwill of present customers and protecting Competition (as hereinafter defined) with the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either whether as proprietor, principal, investor, partneran officer, director, officerproprietor, employer, employee, partner independent contractor, investor, consultant, advisor, agent, independent contractoror otherwise; provided that this provision shall not apply to the Executive's ownership of the capital stock, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than three percent of any other capacity whatsoeverclass of capital stock of such corporation; b. that during the Restricted Period and within the Restricted Area, for Executive will not, indirectly or directly, compete with the Company by soliciting, inducing or influencing any purpose of the Company's customers that would be competitive have a business relationship with the Company at any time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company; c. that during the Restricted Period and within the Restricted Area, Executive will not (i) directly or indirectly recruit any employee of the Company to discontinue such employment relationship with the Company, or (ii) employ or seek to employ, or cause to permit any business which competes directly or indirectly with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up employ or seek to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, employ for any reason, for his own account or on behalf of or together with such business any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company then (or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or was at any time within two years six months prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate date Executive or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate competitive business employs or arranging the acquisition of that USC Acquisition Candidate by any seeks to employ such person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 employed by the EmployeeCompany; and d. that during the Restricted Period, it is agreed that in the event of Executive will not interfere with, disrupt, or attempt to disrupt any breach past or attempted present relationship contractual or threatened breach of any such provisionotherwise, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Informationemployees.

Covenant Not to Compete; Non-Solicitation. (a) The Employee Executive acknowledges and recognizes that in each of the highly competitive businesses in which nature of the Company’s Business and the goodwill and business strategy of the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business constitute a substantial asset of the Company. The Employee, therefore, agrees Executive further acknowledges and recognizes that during the term course of his Employment the Executive’s employment Executive will receive specific knowledge of the Company’s Business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following: (a) that all times during the Term and any Renewal Terms and for a period of three years one year after termination of the Termination DateExecutive’s employment under this Agreement or any renewal or extension thereof (the “Restricted Period’), he will not, within 75 miles of each for whatever reason and in any geographic location areas in which he has devoted substantial attention at such location to the material business interests Company operated or was actively planning on operating as of date of termination of the Company Executive’s employment (the "Relevant Geographic Areas"): “Restricted Area”), Executive will not individually or in conjunction with others, directly engage in Competition (ias hereinafter defined) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by Business of the Company or (ii) enter into or take part in or lend his nameCompany, counsel or assistance to any business, either whether as proprietor, principal, investor, partneran officer, director, officerproprietor, employer, employee, partner independent contractor, investor, consultant, advisor, agentagent or otherwise; provided that this provision shall not apply to the Executive’s ownership of the capital stock, independent contractorsolely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in any other capacity whatsoevercommon use, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to so long as the "Prohibited Activity"). Notwithstanding the foregoingExecutive does not control, the Employee may own and hold as acquire a passive investment up to 5% controlling interest in or become a member of the outstanding shares a group which exercises direct or indirect control or, more than three percent of any class of capital stock (or other equity interest) in a competing of such corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market.; (b) The Employee agrees that he during the Restricted Period and within the Restricted Area, Executive will not, indirectly or directly, compete with the Company by soliciting, inducing or influencing any of the Company’s customers that have a business relationship with the Company at any time during the period beginning on Restricted Period to discontinue or reduce the date hereof extent of such relationship with the Company; (c) that during the Restricted Period and ending on within the third anniversary of the Termination DateRestricted Area, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: Executive will not (i) call on directly or otherwise solicit indirectly recruit any natural employee of the Company to discontinue such employment relationship with the Company, or (ii) employ or seek to employ, or cause to permit any business which competes directly or indirectly with the Business of the Company to employ or seek to employ for any such business any person who is at that time employed by the Company then (or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or was at any time within two years six months prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate date Executive or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate competitive business employs or arranging the acquisition of that USC Acquisition Candidate by any seeks to employ such person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 employed by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits.Company; (d) The covenants of that during the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of Restricted Period, Executive will not interfere with, disrupt attempt to disrupt any other provision of this Agreement by the Company past or the breach by the Company of any other agreement present relationship contractual or otherwise, between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by EmployeeCompany’s employees. (e) The Employee acknowledgesFor purposes hereof, agrees and stipulates that: (i) “Competition” shall mean any company, partnership, limited liability company or other entity any portion of whose business directly or indirectly competes with the terms and provisions Business of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"); provided, however, that, if the Company terminates the Employee for a Business Reason, the restrictions this Section 7(a) sets forth will apply only during the term of the Employee's Employment and for a period of one year after the Termination Date and for such additional period, if any, as the Company may elect (by written notice to the Employee given prior to the first anniversary of the Termination Date) to continue to make payments of Base Salary (in accordance with the provisions of Section 5(e), as if the Part-time Employment Period extended through such additional period), provided that such additional period may not extend beyond the third anniversary of the Termination Date. Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for For a period of three (3) years from and after the Termination Closing Date, he ADP and its Affiliates will not, within 75 miles of each geographic location directly or indirectly, anywhere in which he has devoted substantial attention at such location to the material business interests of United States, conduct, own, manage or control, or participate in the Company (ownership, management, control or conduct of, any Prohibited Business. Notwithstanding the "Relevant Geographic Areas"): foregoing: (i) accept employment or render service to ADP and its Affiliates may collectively own not more than 19% of the outstanding stock of any class of any Person which is publicly traded that engages in a Prohibited Business, so long as neither ADP nor any of its Affiliates, directly or indirectly, participate in the management or operation of the business of such Person, including by exercising any right to appoint a director (or similar official) of such Person. (ii) ADP or any of its Affiliates may acquire any Person (“Target”) that is engaged in a business directly competitive with Prohibited Business (the business then engaged in by portion of a Target which constitutes a Prohibited Business, a “Competitive Business”) and may operate such Competitive Business so long as (A) the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, Competitive Business accounted for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5less than 10% of the outstanding shares revenues of Target for the most recent twelve (12) months completed prior to such acquisition and (B) ADP, its Affiliates and Target otherwise comply with this Section 5.5, provided that nothing in this Section 5.5 shall permit Target to solicit current customers of the Transferred Business that are not already customers of the Competitive Business (or potential customers either (A) to whom the Competitive Business has, within six (6) months prior to the acquisition of Target, submitted a written proposal, or (B) who are identified in a formal, written internal marketing plan created by Target with respect to the Competitive Business within six (6) months prior to the acquisition of Target that is targeted at one or more specific customers for identified services). ADP shall provide Purchaser with written notice within five (5) Business Days after the consummation of an acquisition to which this Section 5.5(a)(ii) applies, which shall include an exclusive offer (the “Offer”) to sell to the Purchaser such Competitive Business, at a purchase price equal to fair market value (as determined by agreement between ADP and Purchaser or, if such agreement cannot be reached, an independent appraiser to be chosen by the reasonable and good faith agreement of ADP and Purchaser), pursuant to a written purchase agreement on customary terms and conditions which the parties shall negotiate in good faith. Upon receipt of such notice, Purchaser (or its designee) shall have a period of (90) calendar days in which to accept the Offer. During such ninety (90) calendar day period, ADP, promptly following Purchaser’s request, will provide Purchaser with all information and due diligence materials as is customary in transactions of such type and Purchaser shall execute such customary confidentiality agreement as ADP would require of any class other potential buyer. Upon any such exercise, the parties shall negotiate in good faith and use commercially reasonable efforts to consummate such transaction within one hundred twenty (120) calendar days of capital stock such acceptance. If Purchaser or its designee does not purchase such Competitive Business as provided above (including as a result of Purchaser not accepting the Offer), ADP or other equity interestits Affiliate shall divest of the Competitive Business to an unaffiliated third party within a period of twelve (12) in months after (x) ninety (90) calendar days after Purchaser’s receipt of the Offer if Purchaser does not accept the Offer, or (y) one hundred twenty (120) calendar days after Purchaser’s acceptance of the Offer if Purchaser does accept the Offer. (iii) ADP and its Affiliates may provide GM Services to the extent that either (A) GM requests ADP or any of its Affiliates to provide training services related to the integration of one or more components of GM’s Workbench software series into one or more ADP software applications or application suites (including any ADP DMS) or (B) ADP or any of its Affiliates develops a competing corporation, limited liability company, limited partnership or other entity if training program for GM’s Workbench software series that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Marketnot sponsored and paid for by GM. (b) The Employee agrees that he will For a period (the “Nonsolicitation Period”) of two (2) years from and after the Closing Date, ADP shall not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reasonhire or entice, for his own account solicit, encourage, influence, or on behalf of attempt to entice, solicit, encourage or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from influence to leave the employ of the Company Purchaser or any of its subsidiaries; Affiliates, any Key Employee or Named Employee, or in any way interfere with the relationship of the Purchaser or such Affiliate and any Key Employee or Named Employee (other than (i) the hiring of any such Key Employee or Named Employee whose employment with the Purchaser or one of its Affiliates is terminated by Purchaser or such Affiliate or (ii) call on, solicit the hiring of any such Key Employee or perform services for, either directly Named Employee who voluntarily terminates his or indirectly, her employment with the Purchaser or one of its Affiliates after a period of six (6) months after such voluntary termination by such Key Employee or Named Employee) or in any person, entity manner induce or organization that at that time is, attempt to induce any such employee to terminate his or at any time within two years prior to that time was, a customer of her employment with the Company Purchaser or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis)Affiliates. (c) In addition For the Nonsolicitation Period, ADP agrees that Dealer Services shall not, directly or indirectly, hire or entice, solicit, encourage, influence, or attempt to all other remedies at law entice, solicit, encourage or in equity which influence to leave the Company may have for breach employ of a provision the Purchaser or any of this Section 7 by the its Affiliates, any Other Employee, it is agreed that in any way interfere with the event relationship of the Purchaser or such Affiliate and any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction Other Employee (without the necessity of other than (i) proving irreparable harm, the hiring of any Other Employee whose employment with the Purchaser or one of its Affiliates is terminated by Purchaser or such Affiliate or (ii) establishing the hiring of any Other Employee who voluntarily terminates his or her employment with the Purchaser or one of its Affiliates after a period of six (6) months after such voluntary termination by such Other Employee), or in any manner induce or attempt to induce any such Other Employee to terminate his or her employment with the Purchaser or any of its Affiliates; provided that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of nonsolicitation prohibitions set forth in this Section 7 should ever be deemed 5.5(c) will not apply to exceed any general advertisements or solicitations for employees not targeted at the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permitsOther Employees. (d) The covenants During the Nonsolicitation Period, except as provided in Section 5.5(a)(ii) in connection with a Competitive Business acquired by ADP or one of its Affiliates, ADP shall not entice, solicit, encourage or influence, or attempt to entice, solicit, encourage or influence, any lessor, licensor, customer, supplier or other business relationship of Purchaser to cease doing business with Purchaser in connection with a Prohibited Business operated by Purchaser (including by intentionally making negative statements or communications about the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company Purchaser or the breach Transferred Business with the intent to harm Purchaser) or to cease maintaining the same business relationship with a Prohibited Business operated by Purchaser after the Company of any other agreement between Closing as it maintained with ADP in connection with the Company and Transferred Business prior to the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by EmployeeClosing. (e) The Employee acknowledges, agrees and stipulates that: (i) If the terms and provisions final judgment of this Agreement are reasonable and constitute an otherwise enforceable agreement to a court of competent jurisdiction declares that any term or of which the terms and provisions provision of this Section 7 are ancillary 5.5 is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable terms or provision with a part; (ii) term or provision that is valid or enforceable and that comes closest to expressing the consideration provided by intention of the Company under invalid or unenforceable term or provision, and this Agreement is not illusory; and shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed (iii) but only during the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information period remaining with respect to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant covenants not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant compete and not to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Informationsolicit as described above).

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each In consideration of the highly competitive businesses in which the Company will be engaged following the Effective Datetransactions contemplated by this Agreement, personal contact is of primary importance in securing new customers and in retaining order to protect and preserve the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material legitimate business interests of the Company (Buyer, the "Relevant Geographic Areas"): Members agree as follows: 10.1 During the Restricted Period a Member shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) accept employment engage in or render service to assist others in engaging in the Restricted Business in the Restricted Area; (ii) have an interest in any Person that is engaged engages directly or indirectly in the Restricted Business in the Restricted Area in any capacity, including as a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his namepartner, counsel or assistance to any businessshareholder, either as proprietormember, employee, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractortrustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of (including any existing or former client or customer of Daily Engage and any Person that becomes a client or customer of the Buyer, including Daily Engage, after the Closing), or in any other capacity whatsoever, for any purpose that would be competitive Person who has a material business relationship with the business of the Company (all of the foregoing activities are collectively referred Buyer or Daily Engage, to as the "Prohibited Activity")terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Employee a Member may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Dateown, directly or indirectly, for solely as an investment, securities of any reasonPerson traded on any national securities exchange if the Member is not a controlling Person of, for his own account or on behalf a member of or together with any other persona group which controls, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call onsuch Person and does not, solicit or perform services for, either directly or indirectly, own 1% or more of any personclass of securities of such Person. 10.2 During the Restricted Period, entity a Member shall not, and shall not permit any of his Affiliates to, directly or organization that at that time isindirectly, hire or solicit any person who is offered employment by Buyer or is or was employed by the Buyer (including its Affiliates)s during the Restricted Period, or at encourage any time within two years prior such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that time was, nothing in this Section 10.2 shall prevent a customer of the Company Member or any of its subsidiaries, his Affiliates from hiring (Ai) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate employee whose employment has been terminated by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate Buyer or (Bii) after 180 days from the date of which termination of employment, any employee whose employment has been terminated by the Company has made an acquisition analysis)employee. (c) In addition to all other remedies at law 10.3 The Member acknowledges that a breach or in equity which the Company may have for threatened breach of a provision of this Section 7 by the Employee10 would give rise to irreparable harm to Buyer, it is agreed for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of any a breach or attempted or a threatened breach by the Member of any such provisionobligations, the Company will be entitledBuyer shall, on application in addition to any court and all other rights and remedies that may be available to it in respect of proper jurisdictionsuch breach, be entitled to equitable relief, including a temporary restraining order or preliminary injunction order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). 10.4 The Member acknowledges that the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of restrictions contained in this Section 7 10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 10 should ever be deemed adjudicated to exceed the time, geographic geographic, product or occupational service or other limitations permitted by applicable law permitsLaw in any jurisdiction, the Employee then any court is expressly empowered to reform such covenant, and the Company agree that those provisions will such covenant shall be and are hereby reformed deemed reformed, in such jurisdiction to the maximum time, geographic geographic, product or occupational service or other limitations permitted by applicable law permits. (d) Law. The covenants of the Employee contained in this Section 7 10 and each provision hereof are independent of severable and severable from every other provision of this Agreement; distinct covenants and the breach provisions. The invalidity or unenforceability of any other such covenant or provision of this Agreement by as written shall not invalidate or render unenforceable the Company remaining covenants or the breach by the Company of provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeejurisdiction. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The During such time as Employee recognizes that in each of the highly competitive businesses in which is employed by the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after eighteen (18) months from the Termination Datedate on which the Employee ceases, he will notfor whatever reason, within 75 miles of each geographic location in which he has devoted substantial attention at such location to be employed by the material business interests of the Company or any Affiliated Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited ActivityNon-Competition Term"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee hereby agrees that he will not, during singly, jointly, or as an employee, agent or partner of any partnership or as an officer, agent, employee, director, stockholder (except for not more than two percent (2%) of the period beginning outstanding stock of any company listed on a national securities exchange or actively traded in the over-the-counter market), member or investor in any other corporation or entity, or as a consultant, advisor, or independent contractor to any such partnership, corporation or entity, or in any other capacity, directly, indirectly or beneficially: (i) own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or work for (as an employee, agent, consultant, advisor or independent contractor), or permit the use of his name by, or provide financial or other assistance to, any person, partnership, corporation, or entity which is in direct or indirect competition within the United States (the "Protected Territory") with (A) the business as conducted by the Company or any of the Affiliated Companies on the date hereof and ending or at any time during the Employee's employment with the Company or an Affiliated Company or (B) any other business in which the Company or an Affiliated Company, on the third anniversary date hereof or at any time during Employee's employment with the Company or an Affiliated Company, has developed an intention to engage and for which the Company or an Affiliated Company has invested in excess of the Termination Date$25,000, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization:known (Developing Business). (iii) call employ, retain or engage (as an employee, consultant or independent contractor) any person who, on the date hereof or otherwise solicit at any natural person who time hereafter is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose was an employee or intent of attracting that person from the employ independent contractor of the Company or any of its subsidiaries; (ii) call onthe Affiliated Companies except in the proper performance of his duties hereunder; provided, solicit however, that during the time Employee is employed by the Company, the Employee may engage, at his cost, an employee of the Company or an Affiliated Company to perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior work outside of normal business hours which is not related to that time was, a customer the business of the Company or any business described in Section 3.02(a)(i) hereof and does not interfere with such employee's performance of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with his duties to the Company or any of and its subsidiaries and (B) with the knowledge of that customer relationshipAffiliated Companies; or (iii) call induce or attempt to induce any person who, on the date hereof or otherwise solicit at any USC Acquisition Candidate time hereafter is an employee or the owners independent contractor of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any Affiliated Company as of its subsidiaries (for these purposesthe date hereof, "USC Acquisition Candidate" means any prospective acquisition candidate engaged to terminate his or her employment or relationship with the Company or an Affiliated Company, except in the ready-mixed concrete industry proper performance of his duties hereunder; or (Aiv) induce or attempt to induce any person, business, or entity which is a contracting party or has a business relationship with the Company has called on or any Affiliated Company, as of the date hereof or at any time hereafter (a "Contracting Party"), to terminate or modify in any way adverse to the interests of the Company or any Affiliated Company, any written or oral agreement or understanding with the Company or any Affiliated Company, except in the proper performance of his duties hereunder, and if any Contracting Party or former Contracting Party attempts to induce or solicit the Employee to perform or provide any services for it other than in connection with the possible acquisition of that candidate Company's, or (B) of an Affiliated Company's activities, which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If services would violate the provisions of this Section 7 should ever be deemed to exceed the timeAgreement, geographic or occupational limitations applicable law permitsincluding, without limitation, the provisions of Section 3.02(a)(i) hereof, Employee shall immediately reject such offer or solicitation and inform such Contracting Party or former Contracting Party of the restrictions and obligations imposed on the Employee by this Agreement and inform the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic of such offer or occupational limitations applicable law permitssolicitation. (db) The covenants Employee acknowledges, stipulates, and agrees that the preceding restrictions are reasonable as to geographical area, time, and line of business and are reasonably necessary to protect legitimate business interests of the Employee in this Section 7 are independent of Company, including trade secrets and severable from every professional information, other provision of this Agreement; valuable confidential or business information, substantial relationships with existing or prospective customers, and customer goodwill associated with the Company's trade name, ongoing business, and the breach geographical area in which the Company conducts its business. To the extent the duration, geographical area, or line of business of any other provision of this Agreement by the Company preceding restrictions would cause them to be unenforceable in a particular jurisdiction, the restrictions automatically will be reformed for purposes of enforcement in that jurisdiction to a duration, geographical area, or line of business that is valid and enforceable in that jurisdiction. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the breach by enforcement of the Company of restriction as stated in any other agreement between jurisdiction in which it is enforceable stated. Also, the Company and the Employee invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the provisions restriction in another jurisdiction where it is otherwise valid. The duration of every restriction set forth in this Section 7 section will be extended by any period during which Employee is in breach of its, his, or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeeher obligations. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will Other than as may be engaged following the Effective Dateexplicitly set forth below, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three Five (5) years after the Termination Closing Date, he will notSeller and Christopher A. Jones ("Xxxxx") xxxxx xxx, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment directly or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any businessxxxxrectly, either individually or in partnership or in conjunction with any person or persons, firm, association, syndicate, company, corporation, partnership, LLC, LLP, joint venture or other entity or enterprise, as proprietor, a principal, investoragent, partnerofficer, director, officershareholder, member, employee, consultant, advisor, agent, independent contractor, employee or in any other capacity manner whatsoever, for carry on or be engaged in or connected with or interested in, advise, or permit any purpose that would of their names or any part thereof to be competitive utilized, or be employed by any person or persons, firm, association, syndicate, company, corporation, partnership, LLC, LLP, joint venture or other entity or enterprise engaged in or connected with or interested in a business or venture which competes, in whole or in part, with the Business or any business substantially similar to the Business or competitive to the Business, provided that the Seller's covenants under this Section 6.6 (i) shall not apply to the beneficial ownership of the Company less than five percent (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares %) of any class of capital stock securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and (ii) shall not prohibit Seller from directly or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included indirectly continuing to operate its remaining businesses in the Nasdaq National Marketsame manner as it has operated its remaining businesses during the past year provided that such operations are not competitive to the Business being acquired hereunder by Purchaser. (b) The Employee agrees that he will For a period of Five (5) years after the Closing Date, Seller and Jones shall not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectlyixxxxxctly, solicit, induce or attempt to solicit or induce, any Person or entity who at the time of Closing was a customer or client of the Business (a "Customer"), to terminate his, her or its relationship with the Purchaser for any reasonpurpose, for his own account or on behalf of or together with any other personincluding, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call onwithout limitation, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business associating with or selling any product becoming a Customer, whether or service in competition with the Company not exclusive, of Seller or any entity of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on which Seller is or becomes a partner, stockholder, principal, member, agent or trustee, or otherwise solicit, induce, or attempt to solicit or induce any USC Acquisition Candidate such Customer to terminate his, her or its relationship with Purchaser for any other purpose or no purpose, provided that this Section 6.6 shall not prohibit the owners of Seller from directly or indirectly continuing to operate its remaining businesses and providing its services and products to any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate customers or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged clients in the ready-mixed concrete industry (A) which same manner as it has operated its remaining businesses during the Company has called on in connection with past year provided that such operations are not competitive to the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis)Business being acquired hereunder by Purchaser. (c) For a period of Five (5) years after the Closing Date, Seller and Jones shall not, directly or ixxxxxctly, recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, Purchaser to terminate his or her employment or other relationship with Purchaser. In addition to all other remedies addition, Seller and Jones agree that it and he shall not, for a period of Five (5) years, solicit for employment any person who was or is an employee of Seller who accepts employment with Purchaser at law or in equity which following the Company may have for breach of a provision Closing Date. (d) The Parties acknowledge and agree that the provisions of this Section 7 6.6 are a material inducement to the Purchaser to enter into and perform their respective obligations under this Agreement, and for which Purchaser shall, at Closing, have fully paid good and valuable consideration. The Parties further agree that, after the Closing, any breach by Seller or Jones of one (1) or more of thx xxxvisions of this Section 6.6 will cause damages to Purchaser in an amount that is likely to be difficult to calculate accurately. Accordingly, the EmployeeParties agree that, it is agreed that in the event of any breach or attempted or threatened breach of any such provisionunder this Section 6.6, the Company will Purchaser shall be entitled, on application entitled to any court of proper jurisdiction, immediate and permanent injunctive relief to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If enforce the provisions of this Section 7 should ever be deemed to exceed the time6.6 in any court of competent jurisdiction along with costs of suit and reasonable attorneys' fees. Seller, geographic or occupational limitations applicable law permitsJones and Purchaser further agxxx xhat, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants as of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of Closing, Purchaser's rights to enforce the provisions of this Section 7 6.6 shall be fully paid for and enforceable without reference to any right of offset, counterclaim or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of like, and Seller's obligations under this Section 7 or seek 6.6 shall not be deemed part of any relief for executory contract between the breach thereof Parties, all such claims being hereby expressly waived by EmployeeSeller. (e) The Employee acknowledgespast, agrees present or future activities of certain employees of Seller, or otherwise, shall in no way be deemed a violation of the warranties, covenants, representations or indemnification contained in this Section 6.6 and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to by Seller or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential InformationJones.

Covenant Not to Compete; Non-Solicitation. Employee covenants and agrees that for twelve (a12) The Employee recognizes that in each months after the termination date of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, thereforeEmployee will not directly or indirectly or by action in concert with others: 13.1. Contact, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location induce or influence or seek to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment induce or render service to influence any Person that person who is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, an employee, consultant, advisor, agent, independent contractor, supplier, customer, officer or shareholder of the Company to terminate the employment of such person or ownership in the Company by such person without regard to whether such person would subsequently then be engaged in a business or own an interest in a business competitive with the Business Of The Company; 13.2. Advance or lend funds to, or acquire an interest in excess of one percent (1.0%) in, any other capacity whatsoevercorporation, for any purpose that would partnership, joint venture, trust, sole proprietorship or individual which is or may be competitive with the Company or which might place Employee in a position competitive with the Company; and 13.3. Serve as an employee, officer, agent, director, or independent contractor or promote or participate in a business or business activity which is or may be competitive with the Business Of The Company or which might place Employee in a position competitive with the Business Of The Company. 13.4. The covenants contained in this Section 9 shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) currently engages in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will notits business or, during the period beginning on term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the date hereof and ending on the third anniversary covenant contained in this Section 9. If, in any judicial proceeding, a court refuses to enforce any of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: such separate covenants (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the Company in any capacity with extent necessary to permit the purpose remaining separate covenants (or intent of attracting that person from the employ of the Company or any of its subsidiaries; (iiportions thereof) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) be enforced. In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be 9 are deemed to exceed the time, geographic or occupational scope limitations permitted by applicable law permitslaw, the Employee and the Company agree that those then such provisions will shall be and are hereby reformed to the maximum time, geographic or occupational limitations scope limitations, as the case may be, permitted by applicable law permitslaw. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each In consideration of the highly competitive businesses in which the Company will be engaged following the Effective Datetransactions contemplated by this Agreement, personal contact is of primary importance in securing new customers and in retaining order to protect and preserve the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material legitimate business interests of the Company (Buyer, the "Relevant Geographic Areas"): Members agree as follows: 10.1. During the Restricted Period a Member shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) accept employment engage in or render service to assist others in engaging in the Restricted Business in the Restricted Area; (ii) have an interest in any Person that is engaged engages directly or indirectly in the Restricted Business in the Restricted Area in any capacity, including as a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his namepartner, counsel or assistance to any businessshareholder, either as proprietormember, employee, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractortrustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of (including any existing or former client or customer of Daily Engage and any Person that becomes a client or customer of the Buyer, including Daily Engage, after the Closing), or in any other capacity whatsoever, for any purpose that would be competitive Person who has a material business relationship with the business of the Company (all of the foregoing activities are collectively referred Buyer or Daily Engage, to as the "Prohibited Activity")terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Employee a Member may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Dateown, directly or indirectly, for solely as an investment, securities of any reasonPerson traded on any national securities exchange if the Member is not a controlling Person of, for his own account or on behalf a member of or together with any other persona group which controls, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call onsuch Person and does not, solicit or perform services for, either directly or indirectly, own 1% or more of any personclass of securities of such Person. 10.2. During the Restricted Period, entity a Member shall not, and shall not permit any of his Affiliates to, directly or organization that at that time isindirectly, hire or solicit any person who is offered employment by Buyer or is or was employed by the Buyer (including its Affiliates)s during the Restricted Period, or at encourage any time within two years prior such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that time was, nothing in this Section 10.2 shall prevent a customer of the Company Member or any of its subsidiaries, his Affiliates from hiring (Ai) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate employee whose employment has been terminated by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate Buyer or (Bii) after 180 days from the date of which termination of employment, any employee whose employment has been terminated by the Company has made an acquisition analysis)employee. (c) In addition to all other remedies at law 10.3. The Member acknowledges that a breach or in equity which the Company may have for threatened breach of a provision of this Section 7 by the Employee10 would give rise to irreparable harm to Buyer, it is agreed for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of any a breach or attempted or a threatened breach by the Member of any such provisionobligations, the Company will be entitledBuyer shall, on application in addition to any court and all other rights and remedies that may be available to it in respect of proper jurisdictionsuch breach, be entitled to equitable relief, including a temporary restraining order or preliminary injunction order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). 10.4. The Member acknowledges that the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of restrictions contained in this Section 7 10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 10 should ever be deemed adjudicated to exceed the time, geographic geographic, product or occupational service or other limitations permitted by applicable law permitsLaw in any jurisdiction, the Employee then any court is expressly empowered to reform such covenant, and the Company agree that those provisions will such covenant shall be and are hereby reformed deemed reformed, in such jurisdiction to the maximum time, geographic geographic, product or occupational service or other limitations permitted by applicable law permits. (d) Law. The covenants of the Employee contained in this Section 7 10 and each provision hereof are independent of severable and severable from every other provision of this Agreement; distinct covenants and the breach provisions. The invalidity or unenforceability of any other such covenant or provision of this Agreement by as written shall not invalidate or render unenforceable the Company remaining covenants or the breach by the Company of provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeejurisdiction. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.,

Covenant Not to Compete; Non-Solicitation. (a) The During such time as Employee recognizes that in each of the highly competitive businesses in which is employed by the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three two (2) years after from the Termination Datedate on which the Employee ceases, he will notfor whatever reason, within 75 miles of each geographic location in which he has devoted substantial attention at such location to be employed by the material business interests of the Company or any Affiliated Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited ActivityNon-Competition Term"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee hereby agrees that he will not, during singly, jointly, or as an employee, agent or partner of any partnership or as an officer, agent, employee, director, stockholder (except for not more than two percent (2%) of the period beginning outstanding stock of any company listed on a national securities exchange or actively traded in the over-the-counter market), member or investor in any other corporation or entity, or as a consultant, advisor, or independent contractor to any such partnership, corporation or entity, or in any other capacity, directly, indirectly or beneficially: (i) own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or work for (as an employee, agent, consultant, advisor or independent contractor), or permit the use of his name by, or provide financial or other assistance to, any person, partnership, corporation, or entity which is in direct or indirect competition within the United States (the "Protected Territory") with (A) the business as conducted by the Company or any of the Affiliated Companies on the date hereof and ending or at any time during the Employee's employment with the Company or an Affiliated Company or (B) any other business in which the Company or an Affiliated Company, on the third anniversary date hereof or at any time during Employee's employment with the Company or an Affiliated Company, has developed an intention to engage and for which the Company or an Affiliated Company has invested in excess of the Termination Date$25,000, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization:known (Developing Business). (iii) call employ, retain or engage (as an employee, consultant or independent contractor) any person who, on the date hereof or otherwise solicit at any natural person who time hereafter is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose was an employee or intent of attracting that person from the employ independent contractor of the Company or any of its subsidiaries; (ii) call onthe Affiliated Companies except in the proper performance of his duties hereunder; provided, solicit however, that during the time Employee is employed by the Company, the Employee may engage, at his cost, an employee of the Company or an Affiliated Company to perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior work outside of normal business hours which is not related to that time was, a customer the business of the Company or any business described in Section 3.02(a)(i) hereof and does not interfere with such employee's performance of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with his duties to the Company or any of and its subsidiaries and (B) with the knowledge of that customer relationshipAffiliated Companies; or (iii) call induce or attempt to induce any person who, on the date hereof or otherwise solicit at any USC Acquisition Candidate time hereafter is an employee or the owners independent contractor of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any Affiliated Company as of its subsidiaries (for these purposesthe date hereof, "USC Acquisition Candidate" means any prospective acquisition candidate engaged to terminate his or her employment or relationship with the Company or an Affiliated Company, except in the ready-mixed concrete industry proper performance of his duties hereunder; or (Aiv) induce or attempt to induce any person, business, or entity which is a contracting party or has a business relationship with the Company has called on or any Affiliated Company, as of the date hereof or at any time hereafter (a "Contracting Party"), to terminate or modify in any way adverse to the interests of the Company or any Affiliated Company, any written or oral agreement or understanding with the Company or any Affiliated Company, except in the proper performance of his duties hereunder, and if any Contracting Party or former Contracting Party attempts to induce or solicit the Employee to perform or provide any services for it other than in connection with the possible acquisition of that candidate Company's, or (B) of an Affiliated Company's activities, which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If services would violate the provisions of this Section 7 should ever be deemed to exceed the timeAgreement, geographic or occupational limitations applicable law permitsincluding, without limitation, the provisions of Section 3.02(a)(i) hereof, Employee shall immediately reject such offer or solicitation and inform such Contracting Party or former Contracting Party of the restrictions and obligations imposed on the Employee by this Agreement and inform the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic of such offer or occupational limitations applicable law permitssolicitation. (db) The covenants Employee acknowledges, stipulates, and agrees that the preceding restrictions are reasonable as to geographical area, time, and line of business and are reasonably necessary to protect legitimate business interests of the Employee in this Section 7 are independent of Company, including trade secrets and severable from every professional information, other provision of this Agreement; valuable confidential or business information, substantial relationships with existing or prospective customers, and customer goodwill associated with the Company's trade name, ongoing business, and the breach geographical area in which the Company conducts its business. To the extent the duration, geographical area, or line of business of any other provision of this Agreement by the Company preceding restrictions would cause them to be unenforceable in a particular jurisdiction, the restrictions automatically will be reformed for purposes of enforcement in that jurisdiction to a duration, geographical area, or line of business that is valid and enforceable in that jurisdiction. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the breach by enforcement of the Company of restriction as stated in any other agreement between jurisdiction in which it is enforceable stated. Also, the Company and the Employee invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the provisions restriction in another jurisdiction where it is otherwise valid. The duration of every restriction set forth in this Section 7 section will be extended by any period during which Employee is in breach of its, his, or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeeher obligations. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee Executive hereby acknowledges and recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is nature of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The EmployeeCorporation and the Bank and accordingly agrees that, therefore, agrees that during his employment and for two years following the term date of his Employment and for a period termination, regardless of three years after the Termination Datereason therefor, he will Executive shall not, within 75 miles of each geographic location except as otherwise permitted in which he has devoted substantial attention at such location to writing by the material business interests of the Company (the "Relevant Geographic Areas"): Bank: (i) accept employment in any county in which, at any time during the Employment Period or render service as of the date of Executive’s termination, a branch, office or other facility of the Corporation or the Bank is located or in any county geographically contiguous to any Person that is engaged in a business such county (“Non-Competition Area”), be engaged, directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any businessindirectly, either for his own account or as proprietoragent, principalconsultant, investoremployee, partner, officer, director, officerproprietor, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company investor (all of the foregoing activities are collectively referred to except as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to an investor owning less than 5% of the outstanding shares stock of a publicly owned company) or otherwise of any class person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) industry or (2) any aspect of capital stock the financial services industry which is directly associated with the banking industry, and is performed by Corporation at the time Executive is employed by it; provided that at all times while Executive is employed by the Bank, if any of his clients who are not then-current customers of the Bank become customers or active prospects of the Bank, Executive will promptly disclose to the Bank his pre-existing relationship with said customer or prospect; (ii) provide financial or other equity interest) in a competing assistance to any person, firm, corporation, limited liability or enterprise engaged in (1) the banking (including bank holding company) or financial services industry as referenced in (i) above, limited partnership or (2) any other entity if that class activity in which the Corporation or the Bank or any of capital stock (or other equity interest) is listed on a national stock exchange or included their subsidiaries are engaged during the Employment Period, in the Nasdaq National MarketNon-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within one (1) year of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or (iv) directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries. (b) The Employee agrees that he will notIt is expressly understood and agreed that, during although Executive and the period beginning on Corporation and the date Bank consider the restrictions contained in Section 9(a) hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) reasonable for the purpose of soliciting business preserving for the Corporation and the Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or selling any product or service in competition with the Company territory or any of its subsidiaries and (Bother restriction contained in Section 9(a) with the knowledge of that customer relationship; or (iii) call on hereof is an unreasonable or otherwise solicit any USC Acquisition Candidate unenforceable restriction against Executive, the provisions of Section 9(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis)indicate to be reasonable. (c) In addition Executive’s unconditional agreement to all other remedies at law or fully comply with the restrictions set forth in equity which the Company may have for breach Paragraph 9 (a), above, during and following termination of a provision of this Section 7 his employment by the EmployeeCorporation and Bank regardless of reason, it is agreed in exchange for the Corporation and Bank entering into this written Agreement with him setting forth his new terms and conditions of his employment with Corporation and Bank. Executive acknowledges that the consideration so provided to him by Corporation and Bank in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants exchange for his acceptance of the Employee in this Section 7 are independent of and severable from every other provision terms of this Agreement; , including, without limitation, the Competition Restrictions set forth in this Paragraph 9 (a), is good and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company sufficient, and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeeis binding on him. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that For and in consideration of the Purchase Price and other good and valuable consideration, each of the highly competitive businesses in which the Company will be engaged following the Effective DateLara Mac, personal contact is of primary importance in securing new customers Steve MacEachern, Vickie Lotz, and in retaining the accounts Obstetrical Nurses, Inc., severallx xxx xxx xxxxxxy, xxxxxxxxx and goodwill of present customers and protecting the business of the Company. The Employeeagrees that, therefore, agrees that during the term of his Employment and for a period of three (3) years after the Termination Closing Date, he will such Seller shall not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment directly or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his nameindirectly, counsel or assistance to any businessas an employer, either as proprietor, principal, investor, partneremployee, director, officer, employee, consultant, advisorcreditor, investor, owner, agent, independent contractorprincipal, partner, shareholder, or through any other kind of ownership (other than ownership of securities of Purchaser or of any other publicly held entity in which such person, directly or indirectly, in the aggregate beneficially owns less than two percent (2%) of any class of outstanding securities), or in any other capacity whatsoeverrepresentative or individual capacity, do any of the following: (i) engage in the ownership, operation or management of the provision of temporary or permanent nurse staffing services, nurse registry services or nurse recruitment services (the "Business) in the States of California or Michigan (the "Restricted Area"); (ii) engage in any business which calls upon, solicits, diverts or takes away any customer or customers of the Company, the Purchaser or any of its affiliated corporations in the Restricted Area for the purpose of selling or attempting to sell to any purpose that would be competitive with of such customers any products or services similar to any products or services heretofore sold or provided to any of such customers by the Company; and (iii) engage in any business which solicits any present or future employee of the Company (all who is not a relative of a Seller listed on Schedule 7.1 which shall not include any relative that has a written employment agreement with the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoingCompany, the Employee Purchaser or its affiliated corporations or initiate discussions with any such employee regarding his or her termination or resignation from employment with the Company or the Purchaser or its affiliated corporations, so that such employee may own and hold accept employment with, or engagement as a passive investment up to 5% of the outstanding shares of any class of capital stock (partner, investor, shareholder, employee, agent, consultant, or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Dateotherwise, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate party engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeeactivities proscribed as specified above. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee Executive hereby acknowledges and recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is nature of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The EmployeeCorporation and the Bank and accordingly agrees that, therefore, agrees that during the term of his Employment Executive’s employment and for a period two years following the date of three years after Executive’s termination, regardless of the Termination Datereason therefor, he will Executive shall not, within 75 miles of each geographic location except as otherwise permitted in which he has devoted substantial attention at such location to writing by the material business interests of the Company (the "Relevant Geographic Areas"): Bank: (i) accept employment in any county in which, at any time during the Employment Period or render service as of the date of Executive’s termination, a branch, office or other facility of the Corporation or the Bank is located or in any county geographically contiguous to any Person that is engaged in a business such county (“Non-Competition Area”), be engaged, directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any businessindirectly, either for Executive’s own account or as proprietoragent, principalconsultant, investoremployee, partner, officer, director, officerproprietor, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company investor (all of the foregoing activities are collectively referred to except as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to an investor owning less than 5% of the outstanding shares stock of a publicly owned company) or otherwise of any class person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) industry or (2) any aspect of capital stock the financial services industry which is directly associated with the banking industry, and is performed by the Bank and, more generally, the Corporation at the time Executive is employed by it; provided that at all times while Executive is employed by the Bank, if any of Executive clients who are not then-current customers of the Bank become customers or active prospects of the Bank, Executive will promptly disclose to the Bank Executive’s pre-existing relationship with said customer or prospect; (ii) directly or indirectly provide financial, management, operational or other equity interest) in a competing assistance to any person, firm, corporation, limited liability or enterprise engaged in or providing services to (1) the banking (including bank holding company) or financial services industry as referenced in (i) above, limited partnership or (2) any other entity if that class activity in which the Corporation or the Bank or any of capital stock (or other equity interest) is listed on a national stock exchange or included their subsidiaries are engaged during the Employment Period, in the Nasdaq National MarketNon-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within one (1) year of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or (iv) directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries. (b) The Employee agrees that he will notIt is expressly understood and agreed that, during although Executive and the period beginning on Corporation and the date Bank consider the restrictions contained in Section 9(a) hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries; (ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) reasonable for the purpose of soliciting business preserving for the Bank and the Corporation, and their respective subsidiaries and assigns, their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or selling any product or service in competition with the Company territory or any of its subsidiaries and (Bother restriction contained in Section 9(a) with the knowledge of that customer relationship; or (iii) call on hereof is an unreasonable or otherwise solicit any USC Acquisition Candidate unenforceable restriction against Executive, the provisions of Section 9(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis)indicate to be reasonable. (c) In addition Executive’s unconditional agreement to all other remedies at law or fully comply with the restrictions set forth in equity which the Company may have for breach Paragraph 9 (a), above, during and following termination of a provision of this Section 7 Executive’s employment by the EmployeeCorporation and Bank regardless of reason, it is agreed in exchange for the Corporation and Bank entering into this written Agreement with Executive’s setting forth Executive’s new terms and conditions of Executive’s employment with Bank. Executive acknowledges that the consideration so provided to Executive by Bank in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (d) The covenants exchange for Executive’s acceptance of the Employee in this Section 7 are independent of and severable from every other provision terms of this Agreement; , including, without limitation, the Competition Restrictions set forth in this Paragraph 9 (a), is good and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company sufficient, and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employeeis binding on Executive. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.

Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes covenants and agrees that in each for twelve (12) months after the termination date of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company Employee (the "Relevant Geographic Areas"): (i) accept employment “Restriction Period”), the Employee will not directly or render service indirectly or by action in concert with others: 13.1 Contact, induce or influence or seek to induce or influence any Person that person who is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, an employee, consultant, advisor, agent, independent contractor, supplier, customer, officer or shareholder of the Company to terminate the employment of such person or ownership in or relationship with the Company by such person without regard to whether such person would subsequently then be engaged in a business or own an interest in a business competitive with the Business Of The Company; SIGNATURE PAGE OF EMPLOYMENT AGREEMENT 13.2 Advance or lend funds to, or acquire an interest in excess of one percent (1.0%) in, any other capacity whatsoeverorganization whether being a corporation, for partnership, joint venture, trust, sole proprietorship or any purpose that would individual which is or may be competitive with the Company or which might place the Employee in a position competitive with the Company; and 13.3 Serve as an employee, officer, agent, director, or independent contractor or promote or participate or in any way engage in a business or business activity which is or may be competitive with the Business Of The Company or which might place the Employee in a position competitive with the Business Of The Company. 13.4 The covenants contained in this Section 13 shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) currently engages in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) The Employee agrees that he will notits business or, during the period beginning on Employment Period, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the date hereof and ending on the third anniversary covenant contained in this Section 13. If, in any judicial proceeding, a court refuses to enforce any of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization: such separate covenants (i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the Company in any capacity with extent necessary to permit the purpose remaining separate covenants (or intent of attracting that person from the employ of the Company or any of its subsidiaries; (iiportions thereof) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any product or service in competition with the Company or any of its subsidiaries and (B) with the knowledge of that customer relationship; or (iii) call on or otherwise solicit any USC Acquisition Candidate or the owners of any USC Acquisition Candidate for the purpose of acquiring that USC Acquisition Candidate or arranging the acquisition of that USC Acquisition Candidate by any person, entity or organization other than the Company or any of its subsidiaries (for these purposes, "USC Acquisition Candidate" means any prospective acquisition candidate engaged in the ready-mixed concrete industry (A) which the Company has called on in connection with the possible acquisition of that candidate or (B) of which the Company has made an acquisition analysis). (c) be enforced. In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be 13 are deemed to exceed the time, geographic or occupational scope limitations permitted by applicable law permitslaw, the Employee and the Company agree that those then such provisions will shall be and are hereby reformed to the maximum time, geographic or occupational limitations scope limitations, as the case may be, permitted by applicable law permitslaw. (d) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (e) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information.