Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Bridge acknowledges is of benefit to it, and in consideration of the promises and representations of SAVVIS under this Agreement, Bridge covenants and agrees that Company has invested during the term of this Agreement and for a great deal period of time five years thereafter, neither Bridge nor any of its successors or assigns will, directly or indirectly, engage in, or have any interest in any other person, firm, corporation or other entity engaged in, any business activities anywhere in the world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Bridge and money in developing relationships with its employeesthe Bridge Subsidiaries shall be free to continue to use the Call Assets and the satellite networks currently used by Bridge, customersuntil such Call Assets or satellite networks have been acquired by SAVVIS or the SAVVIS Subsidiaries pursuant to the Master Establishment and Transition Agreement, and “Merchandise Vendors” (as defined below)ii) Bridge shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not constitute more than ten percent (10%) of the total outstanding amount of such security. 10.4.2. Employee further acknowledges If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 10.4 because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agrees agreed that in rendering services to Company, Employee has been, will such covenant or covenants shall not be and will continue void but that for the purpose of such proceedings such time limitation shall be deemed to be exposed reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and learn much information about Company’s businessagreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, including valuable Confidential Information and Trade Secrets, scope of business or otherwise) shall be deemed to be reduced to the Company’s employees, and extent necessary to permit the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, enforcement of such covenant or to use to Company’s disadvantagecovenants. 10.4.4. Employee Bridge specifically acknowledges and agrees that the restrictions contained in this Agreement foregoing covenants are commercially reasonable and reasonably necessary and reasonable to protect Company’s legitimate business the interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further of SAVVIS hereunder. Bridge hereby acknowledges that Employee’s skills, education SAVVIS and training qualify Employee its successors and assigns will suffer irreparable and continuing harm to work and obtain employment which does not violate this Agreement and the extent that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are foregoing covenants is breached and that legal remedies would be inadequate in the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf event of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch breach.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect consideration of Company’s business or that otherwise conflicts with Company’s interests. In additionagreements contained herein and the payments to be made by it to Executive pursuant hereto, Executive agrees that, for a period of time equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for one (1) year year) following the Separation Datehis termination of employment and so long as Company is continuously not in default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, and regardless of the reason for separationcovenant, Employee shall or obligation, he will not, within any geographic area in without prior written consent of Company, consult with or act as an advisor to another company about activity which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for is a “CompetitorCompeting Business” (of such company in the Restricted Territory, as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4Agreement, Executive shall be deemed to be engaged in a “Competing Business” if, in any capacity, including but not limited to proprietor, shareholder, partner, officer, director or employee, he engages or participates, directly or indirectly, in the term “Competitor” shall mean only operation, ownership or management of the following businessesactivity of any proprietorship, commonly known as: Catopartnership, TJX company or other business entity which activity is directly competitive with the business the Company is now engaged in (including without limitation TJMAXX i.e., direct marketing of information technology products and Marshallsservices to businesses or consumers), Burlington Storesor any future material business actively engaged in by Company, Gabe’s/Rugged Wearhouseor any business specifically contemplated by the Company’s business plan in effect on the date of Executive’s termination of employment. Nothing in this subparagraph is intended to limit Executive’s ability to own equity in a public company constituting less than five percent (5%) of the outstanding equity of such company, when Executive is not actively engaged in the management thereof. If requested by Executive, Company shall furnish Executive with a good-faith written description of the business or businesses in which Company is then actively engaged or which is contemplated by the Company’s current business plan within 30 days after such request is made, and Xxxx Storesonly those activities so timely described in which Company is, in fact, actively engaged or which are so contemplated may be treated as activities which are directly competitive with Company.

Covenant Not to Compete. (a) Employee acknowledges that HomeSeekers is in the business of developing, marketing, and agrees servicing Internet based MLS systems, real estate agent Internet web sites, and real estate magazines, agent and broker productivity software, and real estate brokerage intranet systems. Employee acknowledges that Company Employee has invested been both a great deal member and a manager of time IRIS, which is in the business of selling and money servicing real estate productivity software under the IRIS and Lightning brands. Employee acknowledges that, by virtue of the closing of the Purchase Agreement, HomeSeekers has acquired all of the issued and outstanding membership interests in developing relationships with its employeesIRIS, that IRIS has thereby become a wholly owned subsidiary of HomeSeekers, and that the confidential information, customers, and “Merchandise Vendors” other assets of IRIS have become the property of HomeSeekers and its subsidiaries. Employee acknowledges that, in connection with the foregoing, HomeSeekers and its subsidiaries have accumulated valuable Confidential Information including, but not limited to, trade secrets, know-how, technology, contracts, copyrights, trademarks, patents, software, products, proprietary information, marketing plans, sources of supply, business strategies, customer lists, prospects, source codes, object codes, and other intellectual property and business records (as defined belowthe "Confidential Information"). Employee recognizes and acknowledges that all such Confidential Information shall be and remain the property of HomeSeekers. Employee further acknowledges and agrees that in rendering services to Companythat, as a key management employee, Employee has been, will be involved, on a high level, in the development, implementation and will continue management of the business strategies and plans of HomeSeekers. By virtue of Employee's unique and sensitive position and special background, employment of Employee by a competitor of HomeSeekers represents a serious competitive danger to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeesHomeSeekers, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable of Confidential Information about HomeSeekers' business, strategies and relationships plans can and goodwill with its employees, customers, and “Merchandising Vendorswould constitute a valuable competitive advantage over HomeSeekers.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” (b) In light view of the foregoing, Employee agrees that he/she will to maintain as secret and confidential all Confidential Information. During Employee's employment by HomeSeekers and after the termination of Employee's employment, Employee shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprisewithout prior written authorization and consent of HomeSeekers' Chief Executive Officer, or endeavor as may otherwise be required by law or legal process, use or communicate or disclose any such Confidential Information for as long as such Confidential Information remains confidential. Confidential Information shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by Employee, (b) was rightfully available to Employee on a non-confidential basis from a source other than HomeSeekers or its subsidiaries (provided such source was not bound by a confidentiality agreement with HomeSeekers or otherwise prohibited from transmitting the information to Employee by a contractual, legal, or fiduciary obligation), (c) is readily ascertainable by proper means, or (d) is required to be disclosed by operation of law. (c) Also, in view of the foregoing, Employee covenants and agrees that in any way competes with any aspect during the period of Company’s business or that otherwise conflicts with Company’s interests. In addition, Employee's employment by HomeSeekers and for a period of one (1) year following the Separation Date, and regardless of the reason for separation, thereafter Employee shall notnot directly or indirectly: (i) entice, within persuade, or induce any geographic area in which Company does business individual who presently is, or at any time during Employee’s the period of his employment hereunder was an employee of HomeSeekers or any HomeSeekers subsidiary, to terminate or refrain from renewing or extending his or her employment with Company: (a) HomeSeekers or any HomeSeekers subsidiary or to become employed by or work for enter into a “Competitor” contractual relationship with Employee or a business in which Employee is involved in business activities which are in competition with HomeSeekers or any HomeSeekers subsidiary; (ii) engage or be engaged, in any capacity, directly or indirectly, including but not limited as defined belowemployee, agent, consultant, partner, joint venturer, independent contractor, manager, executive, owner or security holder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any position or capacity involving duties and/or responsibilities business entity engaged in business activities which are in competition with HomeSeekers or any HomeSeekers subsidiary; (iii) call upon any person who is, to Employee's knowledge, at that time, an employee of HomeSeekers or any HomeSeekers subsidiary in a management capacity for the same as purpose or substantially similar to any with the intent of enticing such employee away from or out of the duties and/or responsibilities Employee had with and/or performed for Company; employ of HomeSeekers or any HomeSeekers subsidiary; (biv) perform call upon any person or provide entity which is, to Employee's knowledge, at that time, or which has been, within one (1) year prior to that time, a customer of HomeSeekers or any services which are the same as or substantially similar to any of the services which Employee performed or provided HomeSeekers subsidiary for the Companypurpose of soliciting or selling products or services in competition with HomeSeekers or any HomeSeekers subsidiary; (v) call upon any prospective acquisition candidate of HomeSeekers or any HomeSeekers subsidiary, for known to Employee to be such candidate, on Employee's own behalf or on behalf of any Competitorcompetitor; (vi) except in furtherance of HomeSeekers business, disclose or contact customers, whether in existence or proposed, of HomeSeekers or any HomeSeekers subsidiary to any person, firm, partnership, corporation or business for any reason or purpose which is competitive with HomeSeekers or any HomeSeekers subsidiary; or (vii) disparage, ridicule, defame, or otherwise harm or diminish the reputation and character of HomeSeekers or its officers, directors, or its business. For purposes The geographic scope of this Section 4, covenant not to compete shall be any market in which HomeSeekers or any HomeSeekers subsidiary displays real estate listings or markets any of its products or services (the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls"Restricted Territory"), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges and agrees You agree that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable our Confidential Information and Trade Secrets, the Company’s employeesis valuable to us, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s restrictions on your future employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonably necessary in order for us to remain competitive in our business and reasonable to protect Company’s legitimate business interests in its Trade Secrets, constitute our protectable legal interests. You agree that during the course of your employment with the Company you have learned and will learn trade secrets and valuable Confidential Information of Diamond, have developed and will develop substantial business relationships with specific customers and prospective customers or clients of Diamond and entities doing business with Diamond, including homeowners associations, and have developed and will develop goodwill on behalf of Diamond in every geographic area in which Diamond owns or manages properties or has plans to do so. You have participated and will participate in specialized training on behalf of Diamond. You acknowledge and agree that misuse or diversion of the information and relationships you have developed on behalf of Diamond anywhere Diamond owns or manages properties or has plans to do so at the termination of your employment will irreparably injure Diamond. In consideration of our execution of the Employment Agreement and goodwill with its employees, customersthe compensation payable to you under the Employment Agreement, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered, you covenant and relationships agree that during the term of your employment agreement and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following after termination (excluding your termination without Cause as defined therein), you will not directly or indirectly engage in the Separation Datebusiness of Diamond, and regardless which shall include without limitation, timesharing, club or affiliates that (i) operate a timeshare, interval, points membership or vacation membership resort or (ii) have a marketing or sales office that engages in the business of the reason for separationDiamond, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by anywhere that Diamond owns or work manages properties or has plans to do so. You further agree that for a “Competitor” period of two (as defined below2) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for years following your separation from the Company, you shall not directly or indirectly, whether for pay or otherwise, alone or with or on behalf of others, (a) solicit or contact for the purpose of providing, or provide (regardless of whether you engaged in solicitations) business services of the same type provided by Diamond to any Competitorhomeowners association with which you have conducted business or with which you have sought to do business on behalf of Diamond; (b) divert or attempt to divert any homeowners association with which you have conducted business or attempted to conduct business on behalf of Diamond to enter into business relationships with any individuals or entities of the same or similar type as the relationships with which they have conducted with Diamond during your employment with the Company; (c) assist, encourage, or induce any homeowners association with which you have dealt on behalf of Diamond during your employment with the Company to terminate or reduce its business relationship with Diamond; (d) solicit or contact any members, prospective purchasers, guests and customers of Diamond to reduce or terminate their relationship with Diamond or to enter into relationships with individuals or entities performing or offering services in competition with Diamond; (e) provide services to any prospective purchasers, guests and customers of Diamond in competition with Diamond; (f) solicit or recruit (whether as a consultant, employee, or independent contractor) any individual who is or who was in the six (6) months preceding the solicitation or recruitment, a team member/employee of Diamond; (g) assist other individuals or entities to do the acts set forth in this Section. For purposes It shall not be a defense to a claim of breach of this Section 4provision that any homeowners association, the term “Competitor” owner, prospective purchaser, or customer first contacted you to seek your services. These restrictions shall mean only the apply in any jurisdiction and location in which Diamond currently conducts or has active plans to conduct business. Further, following businessesyour separation, commonly known as: Catoyou agree that you shall not use or disclose any Confidential Information or trade secrets of Diamond without written authorization of Diamond or as required by law and shall not make false or defamatory statements regarding Diamond, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseits business, and Xxxx Storesits officers, directors and employees. To the extent that you have any questions as to whether any of these restrictions apply to any specific employment or business opportunity you wish to consider you shall contact the President and Chief Executive Officer of DRII in writing setting forth the activities in which you wish to engage and seeking a determination of whether Diamond views such proposed activities as being prohibited by this Agreement. You agree that these prohibitions do not prohibit you from earning a living subject to the obligations contained in this Agreement.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationTRB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 415, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee The Executive hereby understands and acknowledges that, by virtue of his position with the Company and agrees that Company the Bank, he has invested a great deal of time obtained advantageous familiarity and money in developing relationships personal contacts with its employeesCustomers and Prospective Customers, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeeswherever located, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with business, operations, and affairs of the Company and which it would be unfair to disclose to othersthe Bank. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and agrees that except as set forth in subparagraph (b) of this Section 15, during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate term of this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year months following the Separation Date, termination of his employment with the Company and regardless the Bank (“Restriction Period”) other than a termination of the reason for separationExecutive’s employment with the Company and the Bank following a Change in Control or the involuntary termination of Executive’s employment by the Bank or the Company, Employee the Executive shall not, within directly or indirectly, except as agreed to by duly adopted resolution of the Bank Board: (a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or otherwise, engage in the same trade or business as the Company’s Business, in the same or similar capacity as the Executive worked for the Company and the Bank, or in such capacity as would cause the actual or threatened use of the Company’s or the Bank’s trade secrets and/or Confidential Information; provided, however, that this subsection (a) shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any geographic area class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Company’s and the Bank’s employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment with a competitor to the Company’s Business would result in the inevitable use or disclosure of the Company’s and the Bank’s trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Company or the Bank. The restrictions on the activities of the Executive contained in this Section 15 shall be limited to the following geographical areas: all counties in which Company does business at or the Bank or any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any other affiliate of the duties and/or responsibilities Employee had with and/or performed Company maintains an office or branch or has filed an application for Company; regulatory approval to establish an office or (b) perform or provide any services which are branch as of date of termination, except as agreed otherwise by the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresBank Board.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationTRB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Companysuch purpose; or (b) perform authorize or provide knowingly approve the taking of such actions by any services which other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the same as or substantially similar Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to any of permit him to earn a satisfactory livelihood without violating the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 415. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the term “Competitor” shall mean only the following businessesterms of this Section 15, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee Executive acknowledges and agrees that recognizes the highly competitive nature of Company's business and the goodwill and business strategy of the Company has invested and continued patronage constitute a great deal substantial asset of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)the Company. Employee Executive further acknowledges and agrees recognizes that in rendering services to during the course of the Executive's employment Executive will receive specific knowledge of Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s 's business, including valuable access to trade secrets and Confidential Information Information, as defined in Section 6, participate in business acquisitions and Trade Secrets, the Company’s employeescorporate decisions, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which that it would be unfair impossible for Executive to disclose to others, or to use to Company’s disadvantagework for a Competitive Business without using and divulging this valuable confidential information. Employee Executive acknowledges and agrees that Company is without an adequate remedy at law in the restrictions contained in event this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee covenant is violated. Executive further acknowledges that Employee’s skillsthis covenant not to compete is an independent covenant within this Agreement. The Executive recognizes that the terms of this covenant are reasonable and necessary for the protection of the Company's business because the value of Executive's services will be enhanced by his association with the Company. Accordingly, education and training qualify Employee Executive agrees to work and obtain employment which does not violate the following: a. That during the term of this Agreement (including any renewals or extensions thereof) and for so long thereafter, if any, that Executive receives any payments from the restrictions in Company under or related to this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests (the "Restricted Period"), Executive will not individually or in its Trade Secretsconjunction with others, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for directly or indirectly engage or participate in any businessCompetitive Business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or other than on behalf of any Competitorthe Company and as agreed by the Company and Executive, whether as an officer, director, proprietor, employer, employee, partner independent contractor, investor (other than as a holder of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise. For purposes of this Agreement, a "Competitive Business" is a business which designs, manufactures, sells, distributes or licenses, directly or indirectly, an internet appliance that enables an end user to connect an internet connection to a television so as to enable the television to display streamed media delivered over the internet. b. That during the Restricted Period, Executive will not, indirectly or directly, compete with the Company by soliciting, inducing or influencing any of the Company's customers or employees 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, Executive will not (i) directly or indirectly recruit or solicit any employee or agent of the Company to discontinue such employment or agency relationship with the Company, or (ii) employ or seek to employ, or cause to permit any Competitive Business to employ or seek to employ for any Competitive Business any person who is then (or was at any time within three (3) months prior to the date Executive or the Competitive Business employs or seeks to employ such person) employed by the Company. d. That during the Restricted Period, Executive will not interfere with, disrupt or attempt to disrupt any past, present or prospective relationship contractual or otherwise, between the Company and any of the Company's employees or agents. e. The provision of this Section 45 will not be in effect for any corporation or partnership the Company is a direct or indirect shareholder or interest holder, and/or has entered into any kind of joint venture relationship or partnership with the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresCompany.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationCPB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect CPB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 415, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee acknowledges Huizxxxx xxxeby covenants and agrees that Company has invested for a great deal period of time five (5) years from and money after the Closing Date, he will not, except as permitted below or with the express written consent of Purchasers, directly or indirectly engage, participate or invest in developing relationships with its employeesor assist, customersas owner, and “Merchandise Vendors” part-owner, shareholder, partner, director, trustee, independent contractor, agent or consultant, or in any other capacity, in any business organization engaged in the business (as defined below)a "Competitive Business") of staging or promoting motorsports events or operating a motorsport facility in any State where ISC or PMI or any of their affiliate operates a motorsports facility or shall commence to operate a motorsports facility after the Closing Date; provided, however, that the foregoing restrictions shall not restrict Huizxxxx'x xxxticipation in any competitive enterprise the shares of which are publically traded through NASDAQ or on a national securities exchange. Employee further acknowledges Huizxxxx xxxenants and agrees that for a period of five (5) years from the Closing Date, he will not, without the express written consent of Purchasers, hire, or attempt to hire for employment, in rendering services to any business venture, any person who was an employee of the Company on the date of termination of such employee's employment by the Company, Employee has beenor within the two (2) year period immediately preceeding such date, will be and will continue or attempt to be exposed influence any such person to and learn much information about Company’s businessterminate such employment; or in any other manner interfere with, including valuable Confidential Information and Trade Secretsdisrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersany of its customers, suppliers or to use to Company’s disadvantageemployees. Employee acknowledges In making this undertaking Huizxxxx xxxerstands and agrees that it is of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate essence of this Agreement and that his willingness to make and carry out this covenant not to compete with the restrictions Company for the aforementioned period stated therein has induced Purchaser to enter into this Agreement. Without prejudice to the right of Purchaser or the Company to seek an award for damages for any breach of this covenant by Huizxxxx, xxis covenant shall be specifically enforceable by way of injunctive relief without the requirement of posting a bond, which requirement is specifically waived by Huizxxxx. Xt is the express opinion and intention of the parties hereto that they shall be bound by the provisions of said covenant not to compete and the parties hereto each agree that said covenant is reasonable and appropriate in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingtransaction set forth herein, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, consideration being paid therefor and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes purpose of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAgreement.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). , institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee further acknowledges is one of a limited number of persons who has extensive knowledge and agrees that expertise relevant to the businesses of the Company; (iii) Employee’s performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the business of the Company, Employee has been, will be and cause substantial harm to the Company; (v) Employee will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Employee’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which employ him. Accordingly, Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and herby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company does business at any time during or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee (a) Seller agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the Mammography Intellectual Property and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its and its subsidiaries respective contributions to the Mammography Intellectual Property have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Mammography Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller, on behalf of itself and its subsidiaries, agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year five years following the Separation DateClosing Date neither Seller nor the subsidiaries will, and regardless directly or indirectly, for its own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its name or reputation to be used in or by any other present or future business enterprise that competes with Buyer for so long as Buyer or any person entitled to or acquiring ownership of the reason for separationgoodwill of the Mammography Intellectual Property through Buyer carries on a like business therein, Employee but in no event more than the said five-year period; provided however that the foregoing covenants shall notnot prohibit, within any geographic area in which Company does business at any time during Employee’s employment with Companyor be interpreted as prohibiting, Seller or the subsidiaries from: (ai) become employed continuing anywhere in the world in any type of business conducted by the Seller or work the subsidiaries on the date hereof, which is not competitive with the business of the Buyer; (ii) entering into any relationship with a person not owned, managed, operated or controlled by Seller or the subsidiaries for a “Competitor” purposes unrelated to the Mammography Business; and (iii) making equity investments in publicly owned companies which may compete with the business of the Buyer, provided such investments do not exceed 5% of the voting securities or otherwise confer control of any such competitive business upon the Seller or the subsidiaries. Notwithstanding the foregoing, nothing herein shall limit the ability of the Seller or its subsidiaries to sell Consumables as defined belowon Schedule 9.3(a) in exclusively for use with any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresMammoTest Product.

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing pharmacy benefit management services and money in developing relationships with its employeeshealthcare transaction processing services and information technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, specialty pharmacy services, and “Merchandise Vendors” consumer web services; (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersemploy him. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and Executive hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsRestricted Period, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee Executive shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company does business at any time during Employeeor actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersAs additional consideration to CNB for entering this Agreement, and “Merchandise Vendors” (as defined for granting the severance benefits described in Section 8 below). Employee further acknowledges and agrees , which are a new benefit, Officer covenants that in rendering services to Companyhe shall not compete against CNB, Employee has beenits parent, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersaffiliates, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director, or officer with a competitor of CNB, or starting his own business interests in its Trade Secretswhich would compete directly or indirectly with CNB, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement or have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate a material interest in any business, enterprisecorporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or endeavor that other venture which competes directly or indirectly with CNB (except for holdings of no greater than 1% of the total outstanding shares in any way competes with any aspect a publicly-traded company) while he is employed by CNB and until the expiration of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datedate on which Officer is last employed by CNB. For the purpose of defining and enforcing this covenant, and regardless of CNB’s competitors will be identified at the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the Officer terminates employment with Company: (a) become employed by CNB. This determination shall be based on CNB’s market area and CNB’s plans for expansion or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are acquisition into other market areas at the same as or substantially similar to any of time the duties and/or responsibilities Employee had Officer terminates employment with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCNB. For purposes of the foregoing sentence, the market area shall be considered to be the twenty-five (25)-mile radius of any location, branch, or division of CNB, its parent, affiliates, or subsidiaries. The Parties further agree that Officer’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. Officer agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete. Officer agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon Officer to those that are reasonable and necessary to protect CNB’s legitimate interests. Officer acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 47 will not prevent Officer from earning a livelihood and supporting Officer and his family during the relevant time period. The existence of a claim, charge, or cause of action by Officer against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately. If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the term “Competitor” shall mean court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the following businessesmaximum period of time, commonly known as: Catorange of activities, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor geographic areas as to which it may be enforceable.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale(POS) systems for retail pharmacy (independents and chains). ; institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee further acknowledges is one of a limited number of persons who has extensive knowledge and agrees that expertise relevant to the businesses of the Company; (iii) Employee’s performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the businesses of the Company, Employee has been, will be and cause substantial harm to the Company; (v) Employee will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (the “Business Territory”); and (vii) Employee’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which employ him. Accordingly, Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company does business at any time during or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Rxxx Stores.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, a) The Sellers and the Company’s “Merchandise Vendors,” to which Employee would not have access if not Executive Shareholders agree for Employee’s employment with Company themselves and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additiontheir respective Affiliates that, for a period commencing on the Closing Date hereof and ending on the fifth anniversary of one (1) year following the Separation Closing Date, and regardless without the written consent of the reason for separationBuyer, Employee they shall not, within jointly or severally, provide or have any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) interest in any position Person that provides or capacity involving duties and/or responsibilities which are the same is engaged in, whether as an owner, employee, officer, director, shareholder, partner, contractor, consultant, agent, joint venturer, or substantially similar advisor, (i) subspecialty capitated or discounted fee for service networks, or related administrative or management services, to any Person providing, directly or indirectly, health care services or (ii) the business presently engaged in, or engaged in at such time by any Seller, any Executive Shareholder, the Buyer, or any of their respective Affiliates, in either case in the duties and/or responsibilities Employee had with and/or performed for Company; or United States of America, its territories and possessions. (b) perform or provide any services which The Sellers and the Executive Shareholders acknowledge and agree that the restrictions set forth in Section 7.9(a), including the territory set forth therein, are reasonable and necessary to protect the same as or substantially similar to any legitimate business interests of the services which Employee performed Buyer including the goodwill of the Sellers, the Executive Shareholders, and their respective Affiliates being purchased by the Buyer pursuant to this Agreement and the substantial relationships (as reflected, in part, in the Contracts) with payors and other medical providers and patients that are being transferred to the Buyer as contemplated by this Agreement. (c) The Sellers and the Executive Shareholders agree that a monetary remedy for a breach of the agreement set forth in Section 7.9(a) hereof will be inadequate and impracticable and further agree that such a breach would cause the Buyer irreparable harm, and that the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, the Sellers and the Executive Shareholders agree that, in addition to all other remedies available at law or provided for in equity, the CompanyBuyer shall be entitled to such injunctive relief, for or on behalf including temporary restraining orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine. (d) If any Competitor. For purposes provision of this Section 47.9 is invalid, void or unenforceable in part, it shall be curtailed, both as to time and location, to the term “Competitor” minimum extent required for its validity under applicable laws and shall mean only be binding and enforceable with respect to each Seller and each Shareholder as so curtailed. (e) The foregoing five-year period shall be tolled for any period(s) of violation or period(s) of time required for litigation to enforce the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescovenants herein.

Covenant Not to Compete. Employee (a) The Equityholder acknowledges that during the course of the Equityholder’s relationship, service and agrees that Company has invested a great deal of time and money in developing relationships employment with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to the Company, Employee the Equityholder has beenreceived and has been privy to intellectual property and confidential information, will be including trade secrets and know-how, related to the Business, and will continue to receive and be exposed privy to intellectual property and learn much information about Company’s businessconfidential information, including valuable Confidential Information trade secrets and Trade Secretsknow-how, related to the Company’s employees, and Business as well as that of the Company’s “Merchandise Vendors,” to which Employee would not have access if not for EmployeePurchaser during the course of the Equityholder’s employment with the Purchaser following the Transaction. The Equityholder further acknowledges that the Purchaser has a legitimate interest in ensuring that all such intellectual property and confidential information, including trade secrets and know-how, remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such intellectual property and confidential information, including trade secrets and know-how, and to preserve the value and goodwill of the business being acquired by the Purchaser pursuant to the Purchase Agreement, the Equityholder agrees that, at all times during the Restricted Period, the Equityholder shall not, directly or indirectly: (i) engage or participate in the research, development or commercialization of any technologies, products or services in or competitive to the Business (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, principal, partner, stockholder, trustee, officer, director or manager) or have an ownership or financial interest in any person or entity engaged in the Business, in each case, anywhere in the Restricted Territory; provided that this shall not preclude the Equityholder from owning a stock interest not greater than 1% in a publicly traded company, so long as he has no active role in such company as an employee, agent, consultant, advisor, independent contractor, principal, trustee, officer, director, manager or otherwise; or (ii) take any action with the objective of, or that would reasonably be expected to result in, interfering with or negatively affect the Business of the Purchaser or solicit or attempt to solicit the business of any person or entity that is, or was within the 12 months prior to the solicitation, a customer or client of the Purchaser, for the purpose of selling any products or services competitive with the Business. The phrase “directly or indirectly” as used herein, includes, for purposes of clarification, but is not limited to, (A) engaging in or participating in the Business, (B) having an ownership or financial interest in a person engaged in the Business through one or more intermediaries under circumstances where the Equityholder provides advice or guidance on behalf of or for the benefit of such intermediary or intermediaries or any portfolio company of such intermediary or intermediaries, in either case, that engages in or participates in the Business, (C) forming any entity in order to engage in or participate in the Business, and (D) contacting marketing, channel or technology partners of the Purchaser on behalf of any person engaged in the Business (for any of the purposes set forth in (i) or (ii) above). (b) The covenants set forth in Section 3(a) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision of the world. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants set forth in Section 3(a) hereof. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. To the extent that the provisions of Section 3(a) hereof are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (c) During the Restricted Period, the Equityholder agrees that it will not (i) make any Disparaging remarks, comments or statements, whether written or oral, to any third party about the Purchaser, the Company or any of the Purchaser’s affiliates, including the business of the Company and which it would be unfair to disclose to othersother affiliates of the Purchaser as carried on by the Purchaser and its affiliates following the Closing (“Disparaging” remarks, comments or statements are those that, directly or indirectly, impugn the quality, character, honesty, integrity or morality or business acumen or abilities of products, services or individuals in connection with any aspect of the business activity, individual or entity being disparaged) or (ii) directly or indirectly, tortiously interfere with, or induce or attempt to use induce the cessation of any past, present or prospective relationship, contractual or otherwise, between the Company or any of the Purchaser’s other affiliates, including the business of the Company and the Purchaser as carried on by the Purchaser and its affiliates following the Closing, on the one hand, and any of their respective customers, partners, suppliers, employees or shareholders, on the other hand. The Equityholder further represents and warrants that his employment by or association with the Purchaser following the Closing will not violate any agreement between the Equityholder and any third parties. (d) The Equityholder acknowledges that: (i) the Equityholder is familiar with the foregoing covenant not to Companycompete; (ii) the covenant set forth in Section 3(a) hereof represents only a limited restraint and allows the Equityholder to pursue the Equityholder’s disadvantagelivelihood and occupation without unreasonable or unfair restrictions; and (iii) the Equityholder’s agreement as set forth herein is necessary to preserve the value and goodwill of the Business for the Purchaser following the Closing of the Transaction and the intellectual property and confidential information, including trade secrets and know-how, of the Purchaser, including the intellectual property and confidential information, including trade secrets and know-how, related to the Business. Employee acknowledges and agrees The Equityholder represents that the restrictions contained Equityholder is fully aware of the Equityholder’s obligations hereunder, and acknowledges that the limitations of length of time, geography and scope of activity agreed to in this Agreement are reasonable because, among other things: (A) the Company and the Purchaser are engaged in a highly competitive industry, (B) the Equityholder has unique access to, and will continue to have access to, the intellectual property and confidential information, including trade secrets and know-how, related to the Business, including the plans and strategies (and, in particular, the competitive strategies) of the Purchaser related to the Business, (C) in the event the Equityholder’s employment with the Purchaser ended, the Equityholder would be able to obtain suitable and satisfactory employment without violation of this Agreement, and (D) this Agreement provides no more protection than is necessary and reasonable to protect Company’s preserve the legitimate business interests of the Purchaser interests in its Trade Secretsthe goodwill, valuable Confidential Information intellectual property and relationships confidential information including, trade secrets and goodwill with its employeesknow-how, customersrelated to the Business. The Equityholder acknowledges that he will be subject to the Purchaser’s confidential information and intellectual property protection policies, and “Merchandising Vendors.” Employee further agrees to comply with such policies. The Equityholder acknowledges that Employee’s skillsthe Invention Assignment Agreement, education Technology Transfer Agreement and training qualify Employee Amendment No. 1 to work the Technology Transfer Agreement, each of which were entered into by and obtain employment which between the Equityholder and the Company, (collectively, the “Invention and Technology Agreements”) shall continue to govern. The Equityholder agrees that any breach by him during the Restricted Period of his obligations under the Invention and Technology Agreements shall also be deemed a breach of this Agreement. Pursuant to 18 U.S.C. § 1833(b), the Equityholder will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company or the Purchaser that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Equityholder files a lawsuit for retaliation by the Company or the Purchaser for reporting a suspected violation of law, the Equityholder may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if he (x) files any document containing the trade secret under seal, and (y) does not violate this Agreement and that disclose the restrictions trade secret, except pursuant to court order. Nothing in this Agreement have been crafted as narrowly as reasonably possible is intended to protect Company’s legitimate business interests in its Trade Secretsconflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate nothing in any business, enterpriseagreement the Equityholder has with the Company or the Purchaser shall prohibit or restrict him from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or endeavor any self-regulatory organization, in each case, without advance notice to the Company. (e) For the avoidance of doubt, the Equityholder’s obligations under this Agreement are distinct from and independent of any undertakings, obligations and duties that Equuityholder may have to the Company and/or the Purchaser by virtue of his employment or services he may provide to the Company and/or the Purchaser and such obligations shall remain in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following effect if the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during EmployeeEquityholder’s employment and/or other engagement with Company: (a) become employed by the Company and/or the Purchaser is terminated for any or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesno reason.

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing healthcare transaction processing services and money in developing relationships with its employeesinformation technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, and “Merchandise Vendors” consumer web services; and (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this Section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this Section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersemploy him. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and Executive hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsRestricted Period, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee Executive shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company does business at any time during Employeeor actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. 8.6.1 The Employee acknowledges and agrees that Company has invested a great deal as an Employee and representative of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to the Company, the Employee has been, will be responsible for building and maintaining business relationships and goodwill on a personal level and will continue to also be exposed to responsible for creating and learn much information about Company’s businessdeveloping processes, including valuable Confidential Information procedures and Trade Secrets, techniques for carrying out the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage's business. The Employee acknowledges and agrees that his responsibility creates a special relationship of trust and confidence between the restrictions contained Company, the Employee, and those persons or entities with which the Company does business. The Employee acknowledges and agrees that this special relationship of trust and confidence could create the opportunity for the Employee to misappropriate these relationships and the goodwill existing between the Company and such persons and entities. The Employee acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such misappropriation. 8.6.2 The Employee acknowledges and agrees that he has received and will continue to receive substantial, valuable consideration for the Agreement set forth in this Agreement are necessary section including access to confidential information and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customerscontinued employment, and “Merchandising Vendorscompensation and benefits as described herein. The Employee acknowledges and agrees that this constitutes fair and adequate consideration for the agreement set forth in this section.” 8.6.3 For the valuable consideration described above, the Employee further acknowledges and agrees that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate during the term of this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year two years following the Separation Datetermination of this Agreement, by either party, for whatever reason, the Employee shall not directly or indirectly, as a proprietor, director, officer, employee, partner, stockholder, consultant, owner or otherwise, render services to or participate in the affairs of any business which is competitive with or substantially similar to the business of Teton Group and will not engage in the same or a similar business as the Company. The Employee acknowledges and agrees that these non-competition agreements shall survive any termination of this Agreement and shall be fully enforceable by the Company or its successor or assignee subsequent to the termination of the Employee's employment, regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitorsuch termination. For purposes of this Section 4section, the term “Competitor” shall mean only "business of the following businessesTeton Group" is oil and gas exploration, commonly known as: Catodevelopment, TJX (including without limitation TJMAXX production, marketing and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storestransportation in the Western Siberian Basin in the Russian Federation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX TJMAXX, HomeGoods, and Marshalls), Burlington Stores, Gabe’s/Rugged WearhouseGabe’s Stores, and Xxxx StoresRxxx Stores (including without limitation DD’s Discounts).

Covenant Not to Compete. Employee Executive acknowledges and agrees recognizes the highly competitive nature of Company's business, the goodwill and business strategy of the Company and the continued patronage from its consumers constitute a substantial asset of the Company. Executive further acknowledges and recognizes that Company has invested a great deal during the course of time Executive's employment with the Company, Executive will receive specific and money in developing relationships with its employeesproprietary knowledge concerning the Company's business, customers, access to trade secrets and “Merchandise Vendors” other confidential information (as defined belowin Section 6). Employee further acknowledges , participate in business acquisitions and agrees other corporate business decisions, and that in rendering services the provisions of this Section 5 are reasonably necessary to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, protect the Company’s employees, and 's business interest. Executive acknowledges that Company is without an adequate remedy at law in the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantageevent this covenant is violated. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee Executive further acknowledges that Employee’s skills, education and training qualify Employee this covenant not to work and obtain employment which does not violate 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. The Executive recognizes that the restrictions in terms of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information covenant are reasonable and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light necessary for the protection of the foregoingCompany's business because his association with the Company will enhance the value of Executive's services. Accordingly, Employee Executive agrees to the following: (i) that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless two years after termination of the reason for separationExecutive's employment under this Agreement or any renewal or extension thereof (the Restricted Period), Employee unless termination by Executive’s is “For Cause” in which case Executive shall not be bound by any restrictions. Executive will not, individually or in conjunction with others, directly or indirectly engage in any business activities, whether as an officer, director, proprietor, employer, employee, partner, independent contractor, investor (other than as a holder of less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise, whose products or activities compete in whole or in part with the products or activities of the Company or any of its affiliates anywhere within the United States, Canada. (ii) that during the Restricted Period, Executive will not, indirectly or directly, solicit, induce or influence any geographic area in which of the Company's customers that have or had a business relationship with the Company does business at any time during Employee’s Executive's employment with the Company to discontinue or reduce the extent of such business relationship with the Company: . (iii) that during the Restricted Period, Executive will not on his own behalf or by way of any other person (a) become employed by directly or work for a “Competitor” (as defined below) in indirectly solicit or recruit any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any employee of the duties and/or responsibilities Employee had Company to discontinue such employment relationship with and/or performed for the Company; , or (b) perform employ or provide seek to employ, or cause any services business which are competes directly or indirectly with the same as or substantially similar to any business of the services which Employee performed Company to employ or provided for seek to employ any person who is or was employed by the Company at any time during Executive's employment or who is or was employed by the Company during the Restrictive Period. (iv) that during the Restricted Period, Executive will not interfere with, disrupt, or attempt to disrupt any past or present relationship, contractual or otherwise, between the Company and any the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores's employees.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. ​ Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” ​ In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.. ​ ​ ​

Covenant Not to Compete. Employee recognizes that the Company has business goodwill and other legitimate business interests which must be protected. In addition, Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee he would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her except through his employment with Company. Therefore, work in exchange for or engage or participate in any businessaccess to the Information and the benefits of employment with the Company, enterprise, or endeavor that in any way competes the Employee agrees not to compete with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, Company for a period of one two (12) year following years from the Separation Date, and regardless date of the termination of the Employee for any reason for separation(subject to Section 10 hereof), in accordance with the following provisions: A. Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) will not in any position capacity or capacity involving duties and/or responsibilities relationship enter into, engage in, or be connected with any business or business operation or activity which are the same as consists in whole or substantially similar to any in part of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any business of the services which Employee performed or provided for the Company, for or on behalf within the United States of any CompetitorAmerica. For purposes of this Section 4Agreement, the term “Competitor” business of the Company is acknowledged and agreed to be providing health care services in the home or providing consulting or management services to hospitals and free-standing home healthcare agencies regarding home health care programs (the "Company's Business"); and B. Employee will not call upon any customer whose account is serviced in whole or in part by the Company at the time of the termination of Employee's employment, with the purpose of selling or attempting to sell to any such customer any goods included within the product lines of the Company; and C. Employee will not intentionally divert, solicit or take away any customer, supplier or employee of the Company, or the patronage of any customer or supplier of the Company, or otherwise interfere with or disturb the relationship existing between the Company and any of its customers, suppliers or employees, directly or indirectly. It is mutually understood and agreed that if any of the provisions relating to the scope, time or territory in this paragraph 14 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the goodwill and legitimate business interests of the Company, then the Parties agree that they will reduce the degree and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability under applicable law. The Parties acknowledge that the remedies at law for breach of Employee's covenants contained in this Section 15 are inadequate, and they agree that the Company shall mean only be entitled, at its election, to injunctive relief (without the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshallsnecessity of posting bond against such breach or attempted breach), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesto specific performance of said covenants in addition to any other remedies at law or equity that may be available to the Company.

Covenant Not to Compete. Employee Executive acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing healthcare transaction processing services and money in developing relationships with its employeesinformation technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, and “Merchandise Vendors” consumer web services; and (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of Executive’s services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this Section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeeslargest customers, which Executive acknowledges Executive would not have been exposed to but for Executive’s employment with the Company; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (the “Existing Business Territory”); and (vii) Executive’s covenants to the Company set forth in this Section 4.6 are being made in partial consideration of the Company’s “Merchandise Vendors,” willingness to which Employee would not have access if not for Employeeemploy him and to grant him the Options. Accordingly, Executive hereby agrees that during the Restricted Period, and within the Existing Business Territory and any additional markets the Company has entered into as of the time the Executive’s employment with the Company and which it would be unfair to disclose to othersterminates, Executive shall not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or to use to Company’s disadvantage. Employee acknowledges in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company or actively (and agrees that demonstrably) being considered by the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that Company for entry into on the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light date of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect termination of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during EmployeeExecutive’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges recognizes that Company's decision to enter into this Agreement is induced primarily because of the covenants and agrees assurances made by Employee in this Agreement, that such covenants and assurances are a precondition to Employee's right to receive payments from Company's parent company in the form of stock in exchange for his shares in Reservoirs, Inc., that Employee's covenant not to compete is necessary to ensure the continuation of the business of Company has invested a great deal and the reputation of time Company and money in developing relationships with its employeesthe receipt and enjoyment of the benefits of the purchase of Reservoirs, customersInc., and “Merchandise Vendors” (as defined below). Employee further acknowledges that irrevocable harm and agrees that in rendering services to Company, Employee has been, damage will be and will continue done to be exposed to and learn much information about Company if Employee competes with Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingTherefore, Employee agrees that he/she will not, at for a period of _____ years following the Effective Date or for a period of _____ year after the termination for any point during his/her reason of Employee's employment with Company, work for whichever period is greater, Employee shall not, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or enterprise in countries or locations where Reservoirs, Inc. or Core Laboratories N.V. or any of their subsidiaries currently conduct business, enterpriseincluding, but not limited to Texas, the parishes of Louisiana listed on Exhibit A, Oklahoma, or endeavor Colorado (the "Noncompetition Territory") that is in competition in any way competes manner whatsoever with the business of Company or any aspect affiliate of Company (including, without limitation, Core Laboratories N.V. and its subsidiaries) without the prior written permission of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless The parties mutually acknowledge all of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: following: (a) become employed by or work Employee's covenant not to compete is reasonable and is given as consideration for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any portion of Employee's compensation and for a portion of the duties and/or responsibilities Employee had with and/or performed sales price for Company; or the shares of Reservoirs, Inc. (b) perform or In exchange for Employee's covenants to Company in this Agreement, Company is furnishing to Employee, in addition to Employee's compensation, valuable consideration, including without limitation: (i) full access to an established customer base; (ii) the availability of expensive operating equipment, office equipment, and a trained and adequate staff; and (iii) specialized training, as necessary, to provide services according to Company's standards. (c) If Employee should render services within the Noncompetition Territory in competition with the business of Company, it would cause economic harm and loss of goodwill to Company resulting in immediate and irreparable loss, injuries, and damage to Company. Neither the public in general nor any services which are customers will be adversely affected by the same as or substantially similar to any enforcement of the noncompetition covenant, in that other similar providers of similar services which Employee performed or provided for are readily available within the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesrestricted area.

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Executive acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the Company’s employees, Executive has knowledge and experience in the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that business of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement Trust and that the restrictions limitations on the Executive’s activities described in this Section 8 are reasonable and appropriate. The Executive shall not, either during the Term or during the period of two years from the time the Executive’s employment under this Agreement have been crafted (as narrowly the same may be extended) is terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as reasonably possible an employee, officer, director, trustee, executive, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in a competitive business shall not be deemed to protect Company’s legitimate be engaging in competitive business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of activities. Notwithstanding the foregoing, Employee nothing in this section shall restrict the Executive from becoming associated with a private law firm. The Executive agrees that he/she will he shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his employment under this Agreement ceases (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time executive of the reason Corporation for separationthe purposes of hiring or retaining such employee or executive. Notwithstanding the provisions of any other agreement between the Executive and the Trust, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by the LP or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, the duties and/or responsibilities Employee had with and/or performed for Company; parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Executive or provide any services which are impose confidentiality obligation on the same Executive shall be null and void and of no further force and effect as of the Effective Date and thereafter the provisions of Section 7 and this Section 8 shall be the sole provisions relating to restriction on the business, employment or substantially similar to business activities of the Executive or confidentiality obligations binding upon the Executive or enforceable against the Executive by the Corporation or any of the services which Employee performed its subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following: (a) Executive acknowledges that Company has invested a great deal he is intimately involved in the management of time and money in developing relationships with the Company, its employees, customersexpansion, and “Merchandise Vendors” (as defined below)its acquisition or creation of affiliated companies. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee Executive acknowledges and agrees that the restrictions contained business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 30, 2008 (the “Form 10-K”). (b) Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement are necessary should be broad, both geographically and reasonable in the scope of conduct prohibited. (c) Executive acknowledges that the Company now conducts business and provides services throughout the United States to protect federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers. Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities. Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit 1. Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business. Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business. Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s legitimate business. Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business interests of the Company to coincide with the description of the business of the Company as set forth in its Trade Secretsthe Company’s current Form 10-K. (d) Executive agrees that at all times during Executive’s employment with the Company and for the duration of the Post-Termination Non-Compete Term (defined in Section 3(e) below), valuable Confidential Information and relationships and goodwill Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with its employeesany corporation, customerspartnership, or other business entity, and “Merchandising Vendors.” Employee further acknowledges whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that Employee’s skillsof the Company or any of its affiliates, education in the Restricted Area, as defined in Exhibit 1, attached. This prohibition includes, without limitation, that Executive will not perform the following in the Restricted Area: 1 Environmental and training qualify Employee to work and obtain employment which does not violate this Agreement and that infrastructure services include the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secretsdelivery of environmental restoration, valuable Confidential Information and relationships and goodwill with its employeesregulatory compliance, customersfacilities management, emergency response, and “Merchandising Vendorsdesign and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These environmental services include complete life cycle management, construction management, operation and maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.” In light (i) Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the foregoing, Employee agrees that he/she will not, Company or any of its affiliates at any point during his/her employment with Companytime prior to Executive’s separation from employment; (ii) Establish, work for or engage own, become employed with, consult on business matters with, or participate in any businessway in a business engaged in engineering, enterpriseconstruction, procurement maintenance, Environmental, and pipe fabrication services, or endeavor any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and (iii) Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Xxxxxx Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors. This prohibition does not prohibit Executive from engaging in any way competes a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates. (e) For purposes of Section 3(d), the Post-Termination Non-Compete Term is as follows: (i) In the event of resignation for other than Good Reason (Section 7(a)(i) of the Employment Agreement) or termination by the Company for Misconduct (Section 7(a)(iii)(C) of the Employment Agreement), the non-compete term shall be two-years from the date of the Executive’s separation from employment with any aspect the Company. (ii) In the event of Company’s business resignation due to Corporate Change (Section 7(a)(v) of the Employment Agreement) or that otherwise conflicts with Company’s interests. In additionfor Good Reason (Section 7(a)(iv) of the Employment Agreement), or if Employee is terminated for a other than Misconduct Or Disability (Section 7(a)(iii)(B) of the Employment Agreement), or due to Disability (Section 7(a)(iii)(D) of the Employment Agreement), the non-compete term shall be equal to the period of one (1) year following severance pay provided pursuant to the Separation DateEmployment Agreement, and regardless the period of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any other applicable severance program of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for provided the payments pursuant to such program are made at a rate not less than the Executive’s Base Compensation as of the Date of Termination; or on behalf the pendency of any Competitor. For purposes post-termination consulting agreement between the Executive and the Company, but in no event longer than two (2) years after Executive’s separation from employment with the Company. (f) Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousecovenant will be inadequate, and Xxxx Storesthat in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled. Executive acknowledges that the provisions contained in this Section 3 are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.

Covenant Not to Compete. Employee acknowledges and (a) Each of the Sellers agrees that he will not, directly or indirectly, whether in the capacity of director, officer, employee, agent, advisor or otherwise, individually or for, with or through any other person, firm or corporation, by equity ownership or otherwise, compete with the Company has invested a great deal and GEMC or any subsidiary of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to the Company, Employee has been, will be GEMC (collectively the "Protected Parties") with respect to the business conducted by the Protected Parties (the "Prohibited Business") during the Covenant Term (hereinafter defined) during the time period commencing with the Closing Date and will continue to be exposed to expiring on the fifth (5th) anniversary date of the Closing Date (the "Covenant Term") (x) in North America and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, (y) in any area of Central and/or South American where the Company’s employees, and Prohibited Business is conducted during the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Covenant Term. The "Prohibited Business" shall include the business of the Company and which it would be unfair to disclose to othersGEMC as of the Closing Date and technological extensions, or to use to Company’s disadvantage. Employee acknowledges enhancements and/or improvements of such business as conducted by the Company and agrees that GEMC on the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising VendorsClosing Date.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of (b) Notwithstanding the foregoing, Employee during the Covenant Term each individual Seller shall be permitted to own not in excess of three percent (3%) of any class of securities of any public company which is engaged in the Prohibited Business. (c) During the Covenant Term each Seller agrees that he/she will notnot to induce any person who is an employee or officer of the Protected Parties to terminate said relationship, except where such action is taken at any point during his/her employment with Companythe request of Buyer in the course of carrying out Sellers duties for the Company or GEMC; (d) During the Covenant Term the Sellers agree not to disclose or use, work for or engage or participate in any businessmanner in competition with or contrary to the interests of the Protected Parties, enterprisethe customer lists, business methods, product research, or endeavor other trade secrets of the Protected Parties relating to the Prohibited Business, it being acknowledged that all such information regarding the Prohibited Businesses, is confidential information and the exclusive property of the Protected Parties; provided, however, that the foregoing restrictions shall not restrict the use or disclosure of such confidential information (i) to any government entity to the extent required by law or (ii) which is or becomes publicly known and available through no wrongful act of Sellers. (e) It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way competes with construed to be too broad or to any aspect extent invalid, such provision shall not be construed to be null, void and of Company’s business no effect, but to the extent such provision would be valid or that otherwise conflicts with Company’s interests. In additionenforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.14 to provide for a covenant having the maximum enforceable geographic area, time period of one and other provisions (1not greater than those contained herein) year following the Separation Date, as shall be valid and regardless enforceable under such applicable law. Each of the reason for separation, Employee shall not, within Sellers acknowledge that any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any breach of the duties and/or responsibilities Employee had with and/or performed for Company; terms, conditions or (b) perform or provide any services which are covenants set forth in this Section 6.14 may cause irreparable damage to the same as or substantially similar to any Protected Parties because of the services which Employee performed special, unique, unusual and extraordinary and character of their business and the Protected Parties recovery of damages at law will not be an adequate remedy. Accordingly, each of the Sellers agree that for any breach of the terms, covenants or provided for the Company, for or on behalf of any Competitor. For purposes agreements of this Section 46.14, a restraining order or an injunction or both may be issued against such person, in addition to any other rights or remedies the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresProtected Parties may have.

Covenant Not to Compete. Employee acknowledges In consideration of your position of CDIO for Quaker Houghton and agrees that Company has invested a great deal of time the training and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsyou are to receive from Quaker Houghton, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s you agree that during your employment with Company Quaker Houghton and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datethereafter, and regardless of the reason for separationyour termination, Employee shall you will not: a. directly or indirectly, within together or separately or with any geographic area third party, whether as an employee, individual proprietor, partner, stockholder, officer, director, or investor, or in which Company does a joint venture or any other capacity whatsoever, actively engage in business at or assist anyone or any time during Employee’s employment with Company: (a) become employed by firm in business as a manufacturer, seller, or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities distributor of specialty chemical products which are the same as same, like, similar to, or substantially similar to which compete with Quaker Houghton’s (or any of the duties and/or responsibilities Employee had with and/or performed for Companyits affiliates’) products or services; and b. directly or indirectly recruit, solicit or encourage any Quaker Houghton (b) perform or provide any services which are the same as or substantially similar to any of the its affiliates’) employee or otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to become an employee or otherwise be associated with you or any firm, corporation, business, or other entity with which you are or may become associated; and c. solicit or induce any of Quaker Houghton's suppliers of products and/or services which Employee performed (or a supplier of products and/or services of a customer who is being provided or solicited for the Companyprovision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with Quaker Houghton (and/or any such customer). The parties consider these restrictions reasonable, for including the period of time during which the restrictions are effective. However, if any restriction or on behalf the period of time specified should be found to be unreasonable in any court proceeding, then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that the foregoing covenant not to compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any breach occurs, or is threatened, in addition to all other remedies available to Quaker Houghton, at law or in equity, Quaker Houghton shall be entitled as a matter of right to specific performance of the covenants contained herein by way of temporary or permanent injunctive relief. In the event of any Competitor. For purposes breach of the restrictive covenant contained in this Section 45, the term “Competitor” of the restrictive covenant shall mean only be extended by a period of time equal to that period beginning on the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX date such violation commenced and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesending when the activities constituting such violation cease.

Covenant Not to Compete. a. Employee acknowledges and agrees that Company has invested a great deal upon termination of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment at any time, whether voluntary or involuntary, with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingwithout notice, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period 18 months from the date of one (1) year following such termination compete with or render services to any entity which competes with the Separation Date, and regardless Company as described in paragraph 8(b). b. For the purposes of the reason for separationthis Covenant not to Compete, Employee shall notbe considered to be competing with Hills Bank if such Employee is employed by, within directly or indirectly engages in, assists, consults, or has any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) active interest in any position financial institution, or capacity involving duties and/or responsibilities which are the same as any affiliates or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf successors of any Competitorfinancial institution in the relevant and applicable market. For purposes of this Section 4agreement, the Company’s market includes the 50 mile radius extended from any of the Company’s physical branch locations, and the term “Competitorfinancial institution” includes any bank, credit union, trust, or other wealth management or securities brokerage firm. The Employee’s out-of-state home office is not a “physical branch location” of the Company. c. Employee understands and acknowledges that the breach or threatened breach of the Covenant not to Compete in any manner would cause irreparable harm to the Company such that money damages would be an inadequate remedy, thereby entitling the Company to injunctive relief prohibiting such competition. In the event of Employee’s breach of the Covenant not to Compete, the Company shall mean only the following businessesalso be entitled to recover from Employee its reasonable attorney fees, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousecosts, and Xxxx Storesout-of-pocket expenses incurred herewith. d. Except as expressly stated, nothing in this Employment Agreement shall have the effect of modifying the terms and provisions of Employee’s employment by the Company. In particular, Employee agrees that this Covenant not to Compete shall not alter the nature of Employee’s at-will employment by the Company, nor does it guarantee any particular term of employment. e. The waiver by the Company of any provision in this Covenant not to Compete shall not constitute a waiver or consent to any subsequent breach. f. For purposes of the application and enforceability of this Covenant not to Compete, the parties submit to the exclusive jurisdiction of the State and Federal Courts serving Xxxxxxx County, Iowa for any action or proceeding, and waive any objection they have to such jurisdiction or the convenience of the forum. The parties also agree that the Covenant not to Compete shall be governed by Iowa law and is not intended to have any effect outside the State of Iowa. g. If a court of competent jurisdiction determines the enforcement of this Covenant not to Compete to the full extent as provided herein would be unreasonable in any manner, the parties specifically agree and authorize such court to enforce the covenant to the extent the court determines that such enforcement is reasonable.

Covenant Not to Compete. Employee For a period of five (5) years after the date of Closing, Seller agrees that, unless acting with the prior written consent of Buyer, Seller will not, anywhere within the United States, directly or indirectly (through any corporation, partnership, trust or otherwise), engage in the business previously conducted by Access Retail including merchandise planning. It being expressly acknowledged by Buyer that Seller is, and will continue to be, engaged in other product lines involving inventory management, and that, except as expressly provided herein, nothing herein contained shall be construed so as to limit Seller's present or future business activities with respect to any of Seller's presently existing product lines other than the Business. This prohibition includes owning, managing, operating, financing, joining, controlling or participating in the ownership, management, operation, financing or control of any business which provides such merchandise planning, or acting as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise of such business. Seller acknowledges and agrees that Company has invested a great deal part of time the Purchase Price is consideration for the foregoing noncompete restriction and money is reasonable and necessary to protect the legitimate interest of Buyer and that Buyer would not have entered into this Agreement in developing relationships with its employees, customersthe absence of such restriction. Any violation of this covenant will result in irreparable injury to Buyer, and “Merchandise Vendors” (the remedy at law for any breach of the foregoing covenant will be inadequate, and in the event of any such breach, Buyer, in addition to any other relief available to it, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as defined below)a matter of course. Employee Seller further acknowledges and agrees that Buyer shall be entitled to an equitable accounting of all earnings, profits and other benefits arising from such breach and further agrees to pay the reasonable legal fees and expenses incurred by Buyer or any successor or assign thereof in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that enforcing the restrictions contained in this Agreement are necessary and reasonable Article 8. Neither the sale to protect Company’s legitimate business interests in its Trade SecretsBuyer of customer lists, valuable Confidential Information data and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in provided at Section 1.1(h)), nor this Article 8, nor any position or capacity involving duties and/or responsibilities which are the same as or substantially similar other provision hereof, shall prevent Seller from continuing to sell, market and distribute goods and services with respect to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar Seller's presently existing product lines from other divisions of Seller to any of the services which Employee performed person or provided for the Company, for or on behalf entity who was a customer of any Competitor. For purposes such other division of this Section 4, Seller at or prior to the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresClosing.

Covenant Not to Compete. Employee acknowledges (a) For a period of three (3) years commencing as of the Closing Date, Seller shall not open any temporary or permanent offices or branches for deposit gathering or loan production activities within the Noncompete Area. Nothing herein shall prevent Seller from (i) maintaining its existing single loan production office at 000 X. Xxxxxx Xx., Xxxxxx, Xxxx (the "LPO Office"), (ii) accepting deposits from any customer that has a loan from Seller either at the LPO Office or at any facility of customeror (iii) establishing a branch office of Seller's finance company subsidiary known as "Mr. Money". No other deposits shall be accepted at either the existing LPO Office or any Mr. Money office located within the Noncompete Area during the period provided for herein. Nothing herein shall prevent Seller from operating any office or branch acquired in connection with the acquisition by Seller of another financial institution. (b) During the three (3) year period following the Closing Date, Seller shall not (i) use any proprietary customer list of the Deposits or Acquired Loans or other similar record of the holders of accounts that constitute Deposits or borrowers of Acquired Loans on the Closing Date, to solicit deposits or to solicit loans of the type included in the Acquired Loans, (ii) specifically target and agrees solicit Deposit and Acquired Loan customers for deposits or loans of the type included in the Acquired Loans, provided that Company has invested a great deal of time and money in developing relationships with its employeesthis restriction shall not prohibit newspaper, radio, television, internet, or other mass media or mailing advertisements, provided that such advertisements are directed at the general public or Seller's then existing customers, and “Merchandise Vendors” are not specifically targeted or directed at the Deposit or Acquired Loan customers or (iii) solicit for hire any Bank Employee of Seller who becomes an employee of Purchaser as defined below). Employee further acknowledges and agrees of the Closing Date. (c) The restrictions set forth in this Section 6.10 shall apply to Seller provided that in rendering services none of such restrictions shall apply to Companyany bona fide third party that by any means acquires Seller, Employee has beenor all, will be and will continue to be exposed to and learn much information about Company’s or substantially all, of its business, including valuable Confidential Information and Trade Secrets, the Company’s employeesassets, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersliabilities, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in any of its Trade Secretsbranches, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which as long as such entity does not violate this Agreement and solicit deposits under the name First Citizens Bank, (or any similar name to that of Seller) within the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of Noncompete Area during the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one three (13) year period following the Separation Closing Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges a. You acknowledge that the Confidential Information has been and agrees will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company has invested a great deal developed by you or others during your employment are developed on behalf of time and money in developing relationships the Company. You further acknowledge that you have been provided with its employeesaccess to Confidential Information, including Confidential Information concerning the Company's major customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges its technical, marketing and agrees that in rendering services to Companybusiness plans, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, disclosure or misuse of which would irreparably injure the Company’s employees, and . b. During employment by the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one 12 months following Employment Separation, you shall not (1as an owner, shareholder, officer, employee, manager, consultant or otherwise): (i) year following the Separation Date, and regardless Contact any employee of the reason Company for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the purpose of discussing or suggesting that such employee resign from employment with Company: the Company for the purpose of becoming employed elsewhere; (aii) become employed by Provide information about individual employees of the Company or work for a “Competitor” (as defined below) in any position personnel policies or capacity involving duties and/or responsibilities which are procedures of the same as or substantially similar Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) If you served as an officer of the duties and/or responsibilities Employee had with Company and/or performed any duties involving sales, marketing, sales engineering and/or product line management in the twelve months preceding Employment Separation, you shall not promote, solicit for sale or sell any product or service in direct competition with the Company; 's products or services (A) to any entity that purchased over $250,000 in goods and/or services from the Company during the 12 months preceding Employment Separation, (B) to any entity which you called on for the purpose of promoting or selling the Company's products or services during the 12 months preceding Employment Separation, or (bC) perform to any entity which received a sales proposal from the Company within 12 months of Employment Separation if the goods or provide any services which you seek to sell, solicit for sale or promote are directly competitive with the goods and services which are the same as or substantially similar to any subject of the services which Employee performed or provided for Company's proposal to the entity and the entity has not yet rejected the Company, for or on behalf of any Competitor. For purposes 's sales proposal. c. The 12-month non-competition period described in Section 6(b) of this Agreement shall be suspended while you engage in any activities in breach of the Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 46, the term “Competitor” non-competition period shall mean only begin again on the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX date such injunctive relief is granted. d. Nothing contained in the Section 6 shall be construed as limiting your obligations under Sections 3 or 4 or this Agreement concerning Confidential Information and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresConfidentiality.

Covenant Not to Compete. Employee (a) Each Shareholder acknowledges that his/her work for the Business has given him/her access to trade secrets of and agrees that Company has invested a great deal confidential information concerning the Business, including, without limitation, information concerning its organization and operations, business and affairs, proprietary information, “know-how,” customer and supplier lists and relationships, details of time client or consultant contracts, pricing policies, financial information, operational methods, marketing and money in developing relationships with its employeesadvertising plans or strategies, customersbusiness acquisition plans, new personnel acquisition plans, projects of the Business, financing/financial projections, budget information and procedures, and research products (collectively, the “Merchandise Vendors” Trade Secrets”); (as defined below)iii) the agreements and covenants contained in this Section 6.12 are essential to protect the Business and goodwill of the Business; (iv) the types of employment which are prohibited by this Section 6.12 are narrow and reasonable in relation to the skills which represent such Shareholder’s salable assets to prospective employers and (v) the geographical scope of the provisions of this Section 6.12 is reasonable, legitimate and fair to such Shareholder in light of the Business’s need to market its services and sell its products in order to make the Business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which such Shareholder is qualified to earn a livelihood. Employee Each Shareholder further acknowledges and agrees that in rendering services to Company, Employee has been, will be the provisions of this Section 6.12 are reasonable and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s the legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees Business. Each Shareholder shall not contest that he/she will not, (i) the Purchaser’s remedies at law for any point during breach or threat of breach by a Shareholder or by any of his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” Related Persons (as defined below) acting indirectly for such Shareholder’s benefit of the provisions of this Section 6.12 are adequate, or (ii) the Purchaser is entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 6.12 and to enforce specifically such terms and provisions, in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar addition to any other remedy to which the Purchaser may be entitled at law or equity. “Related Person” means, with respect to a particular Person, any other Person directly or indirectly controlled by or under common control with, such Person and, with respect to an individual, any other individual that is a member of the duties and/or responsibilities Employee had with and/or performed for Company; individual’s immediate family (by blood, marriage or (b) perform or provide any services which are the same as or substantially similar to any adoption), a member of the services individual’s household, an entity in which Employee performed the individual participates in management, or provided for an employee or employer of the Company, for or on behalf of any Competitorindividual. For purposes of this Section 4definition, “control” means the term “Competitor” shall mean only possession, directly or indirectly, of the following businessespower to direct or cause the direction of the management and policies of an entity, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousewhether through the ownership of voting securities or otherwise, and Xxxx Storesshall be construed in accordance with the rules promulgated under the Securities Act of 1933, as amended.

Covenant Not to Compete. Employee acknowledges recognizes and agrees that Company has invested a great deal his covenant not to compete is necessary to insure continuation of time the business and money reputation of the Employer and that irreparable harm and damage will be done to the Employer if Employee competes with the Employer in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)certain specified areas. Employee further acknowledges that he will be privy to confidential information to which Employee might not otherwise be exposed. Employee covenants and agrees that during the term of this Agreement and for six (6) months following the termination of this Agreement (the “Restricted Period”), he shall not, as an employee, independent contractor, consultant, or in rendering any other form, provide any of the same or similar services that Employee performed under this Agreement for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in any material way with the Employer or any of its subsidiaries or affiliates within the DaVita Medical Group organization anywhere in the states where Employer operates as of the date of termination of Employee’s employment. Employee understands and acknowledges that the provisions of this Section 4 (Covenant Not to CompanyCompete, Covenant Not to Solicit, and Confidentiality), are designed to preserve the business and goodwill of the Employer. Accordingly, if Employee has beenbreaches any such obligation, will in addition to any other remedies available under this Agreement, at law or in equity, the Employer shall be entitled to enforce this Section 4 (Covenant Not to Compete, Covenant Not to Solicit, and will continue Confidentiality) by injunctive relief and by specific performance of this Section 4 (Covenant Not to Compete, Covenant Not to Solicit, and Confidentiality), such relief to be exposed without the necessity of posting a bond, cash or otherwise. Additionally, nothing in this Section 4.1 (Covenant Not to and learn much information about CompanyCompete) shall limit the Employer’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” right to recover any other damages to which Employee would not have access if not for it is entitled as a result of Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantagebreach. Employee acknowledges and agrees that If any provision of the restrictions restrictive covenants contained in this Agreement are necessary and reasonable is held by a court of competent jurisdiction to protect Companybe unenforceable due to the excessive time period, geographic area, or restricted activity, the restrictive covenant shall be reformed to comply with the time period, geographic area, or restricted activity that would be held enforceable. Notwithstanding the foregoing, this Section 4.1 (Covenant Not to Compete) will only apply if Employee is no longer serving on the Parent’s legitimate business interests in its Trade SecretsBoard of Directors during the time period covered by the covenant not to compete (i.e., valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate during the term of this Agreement and that for six (6) months following the restrictions in termination of this Agreement), and the Restricted Period will continue to run during any time period after the termination of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendorswhen Employee is serving on the Board of Directors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee Executive acknowledges and agrees that recognizes the highly competitive nature of Company's business, the goodwill and business strategy of the Company has invested and the continued patronage from its consumers constitute a great deal substantial asset of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)the Company. Employee Executive further acknowledges and agrees recognizes that in rendering services to during the course of Executive's employment with the Company, Employee has been, Executive will be receive specific and will continue to be exposed to and learn much information about proprietary knowledge concerning the Company’s 's business, including valuable Confidential Information access to trade secrets and Trade Secretsother confidential information [as defined in Section 6), participate in business acquisitions and other corporate business decisions, and that the provisions of this Section 5 are reasonably necessary to protect the Company’s employees, and 's business interest. Executive acknowledges that Company is without an adequate remedy at law in the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantageevent this covenant is violated. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee Executive further acknowledges that Employee’s skills, education and training qualify Employee this covenant not to work and obtain employment which does not violate 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. The Executive recognizes that the restrictions in terms of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information covenant are reasonable and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light necessary for the protection of the foregoingCompany's business because his association with the Company will enhance the value of Executive's services. Accordingly, Employee Executive agrees to the following: (i) that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless two years after termination of the reason for separationExecutive's employment under this Agreement or any renewal or extension thereof (the Restricted Period'], Employee unless termination by Executive’s is “For Cause” in which case Executive shall not be bound by any restrictions. Executive will not, individually or in conjunction with others, directly or indirectly engage in any business activities, whether as an officer, director, proprietor, employer, employee, partner, independent contractor, investor (other than as a holder of less than five percent (5%] of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise, whose products or activities compete in whole or in part with the products or activities of the Company or any of its affiliates anywhere within the United States, Canada. (ii) that during the Restricted Period, Executive will not, indirectly or directly, solicit, induce or influence any geographic area in which of the Company's customers that have or had a business relationship with the Company does business at any time during Employee’s Executive's employment with the Company to discontinue or reduce the extent of such business relationship with the Company: . (iii) that during the Restricted Period, Executive will not on his own behalf or by way of any other person (a) become employed by directly or work for a “Competitor” (as defined below) in indirectly solicit or recruit any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any employee of the duties and/or responsibilities Employee had Company to discontinue such employment relationship with and/or performed for the Company; , or (b) perform employ or provide seek to employ, or cause any services business which are competes directly or indirectly with the same as or substantially similar to any business of the services which Employee performed Company to employ or provided for seek to employ any person who is or was employed by the Company at any time during Executive's employment or who is or was employed by the Company during the Restrictive Period. (iv) that during the Restricted Period, Executive will not interfere with, disrupt, or attempt to disrupt any past or present relationship, contractual or otherwise, between the Company and any the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores's employees.

Covenant Not to Compete. Employee acknowledges and ITW agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one five (15) years from and after the Closing Date, as defined in the Purchase Agreement, carry on, engage in or control any business which competes with the business of the Division as conducted immediately prior to Closing in the jurisdictions where the Business is carried on at Closing. The "business" of the Division shall refer to the manufacturing and selling of cast urathane parts and coatings for equipment and structural surfaces. (the "Business"). Nothing in this Agreement or the Purchase Agreement shall prevent ITW from acquiring and then being engaged in or carrying on the whole or part of a business that includes activities the carrying on of which would otherwise amount to a breach of the undertaking contained in this Agreement or Section 4.1.4 of the Purchase Agreement if the annual turnover of such activities does not amount to ten (10) percent or more of the aggregate annual turnover of the business concerned. In the event of a purchase of a business during the five (5) year following time period referred to above, ITW shall promptly notify IRP of said purchase. Within thirty (30) days of said notification, IRP may elect to purchase said business by written notice to ITW. The Purchase Price for the Separation Datebusiness shall be the Purchase Price paid by ITW for said business, together with all costs and regardless expenses incurred in connection with said purchase. To the extent the parties cannot agree upon a Purchase Price within thirty (30) days of IRP's election of its purchase right, then the reason Chicago office of a big five public accounting firm selected by the parties shall be employed as arbitrator hereunder to determine the Purchase Price due and payable for separation, Employee the business. The arbitrating accountant's determination with respect to any dispute shall be in writing and shall be final and binding upon the parties hereto. This covenant not, within any -to-compete shall extend to each geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (IRP carries on the Business as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any date hereof. The time period, geographical area and scope of the services which Employee performed restrictions on ITW's activities hereunder are divisible so that if any provision of the preceding paragraph is held invalid or provided for unenforceable, such provision shall be automatically modified to the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX extent necessary to render such provision valid and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesenforceable.

Covenant Not to Compete. Employee acknowledges In exchange for the consideration described above and agrees that Company has invested a great deal in the Letter, I hereby agree, among other things, during the three year period following the termination of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s my employment with Company and which it would be unfair to disclose to othersthe Corporation, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she I will not, at any point during his/her employment on my own or in association with Companyothers, work for either be directly or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become indirectly employed by or work for engaged in or be associated with or tender advice or services as an employee, director, officer, advisor, partner, consultant or otherwise by or with a “Competitor” (as defined below) in . During that three year period, I also agree not to interfere with, disrupt, or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Corporation and any position customer, supplier or capacity involving duties and/or responsibilities which are the same as or substantially similar to any employee of the duties and/or responsibilities Employee Corporation with whom I had contact with and/or performed or responsibility for Company; or (b) perform or provide any services which are while I was employed by the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCorporation. For purposes of this Section 4Agreement, the term “Competitor” shall mean only The Boeing Company, General Dynamics Corporation, Northrop Grumman Corporation, the following businessesRaytheon Company, commonly known as: CatoUnited Technologies Corporation, TJX Honeywell International Inc. or any successor to all or part of the business of any such company as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, operation of law or similar transaction. Notwithstanding the foregoing, in the event that I am engaged as an employee, director, officer, advisor, partner, consultant or otherwise with an entity that at the time of such engagement is not affiliated with a Competitor and has not announced an intention or agreement to become affiliated with a Competitor, and subsequent to the date on which I become so engage the entity becomes an affiliate of or is acquired by a Competitor, I shall not be prohibited from continuing that engagement provided that the scope of my responsibilities may not be enlarged beyond the business of the entity with which I initially become so engaged. I understand and agree that the duration and area for which these restrictions are to be effective are fair and reasonable in light of the consideration paid under this Agreement. I agree and acknowledge that these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests from unfair competition as a result of the high level executive and management positions I have held within the Corporation and my attendant access to and extensive knowledge of the Corporation’s confidential and proprietary property and information, including trade secrets, customer and supplier relationships and good will. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of this Covenant Not To Compete, and, therefore, without prejudice to any other rights and remedies otherwise available at law or in equity (including without limitation TJMAXX and Marshallsbut not limited to, an action for damages), Burlington Storesthe Corporation shall be entitled to the granting of injunctive relief in its favor without proof of actual damages or the posting of any bond or other security and to specific performance of any such provisions of this Covenant Not To Compete. It is the desire and intent of the parties that the provisions of this Covenant Not to Compete shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Gabe’s/Rugged Wearhouseif any particular portion of this Covenant Not to Compete is adjudicated to be invalid or unenforceable, and Xxxx Storesthis Covenant Not to Compete shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable (or in the case of the duration of the restrictions imposed by this Covenant Not to Compete, the period of these restrictions shall be shortened to the period that is determined to be permissible), such deletion (or modification) to apply only with respect to the operation of this Covenant Not to Compete in the particular jurisdiction in which such adjudication is made.

Covenant Not to Compete. Employee acknowledges and (a) Seller agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year five years following the Separation Date, and regardless of the reason for separation, Employee Closing Date it shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to and it shall not permit any of its affiliates to, directly or indirectly, either for itself or through any other person, partnership, corporation or entity, engage in, participate in, or permit its name to be used by any enterprise engaging in or participating in the duties and/or responsibilities Employee had business of designing, developing, manufacturing, packaging, marketing, advertising, distributing or selling oxygenators, reservoirs, cardioplegia heat exchangers or cardioplegia heater coolers in the field of cardiosurgery (the "RESTRICTED BUSINESS") anywhere in the world, except as contemplated by, and in accordance with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of terms of, this Agreement, the services which Employee performed or provided for Transition Services Agreement, the Company, for or on behalf of any CompetitorHemoconcentrator Supply and Distribution Agreement and the Ancillary Products and Plastic Parts Supply Agreement. For purposes of this Section 4Agreement, the term “Competitor” shall mean only "PARTICIPATE" includes any direct or indirect interest in any enterprise, whether as a stockholder, partner, joint venturer, franchisor, franchisee or otherwise (other than by ownership of less than five percent (5%) of the following businessesstock of a publicly held corporation) or rendering any direct or indirect service or assistance to any person or entity. Seller agrees that this covenant is reasonably designed to protect Buyer's substantial investment and is reasonable with respect to its duration, commonly known as: Cato, TJX geographical area and scope. (including without limitation TJMAXX and Marshallsb) Except as set forth in this Section 5.9(b), Burlington StoresSeller shall not design, Gabe’s/Rugged Wearhousedevelop, manufacture, package, market or sell any Cardiosurgery Products during the term of the Hemoconcentrator Supply and Xxxx Stores.Distribution Agreement dated the date hereof between Seller and Buyer. If Seller develops a concept for a Cardiosurgery Product, Seller shall give written notice to Buyer of such development (the "DEVELOPMENT NOTICE"). Buyer shall notify Seller in writing of its interest in marketing and distributing such Cardiosurgery Product within 30 business days of receipt of the Development Notice. If Buyer does not so notify Seller of its interest within the 30 business day period, Seller shall be permitted to design, develop, manufacture, package, market and sell such Cardiosurgery Product without regard to the provisions of this Section 5.9(b). If Buyer does notify Seller of its interest within such 30 business day period, the parties shall enter into bona fide negotiations on an exclusive basis regarding the marketing and distribution by Buyer of such Cardiosurgery Product for a period of not less than 90 business days from receipt by Seller of Buyer's written notice of interest thereof (the "NEGOTIATION PERIOD"). If Seller and Buyer are unable to agree upon mutually acceptable terms, including price and other material provisions, within the Negotiation Period and have not mutually agreed to an extension thereof, Seller shall have the right to enter into a written arrangement within 180 business days after the expiration of the Negotiation Period for its marketing and distribution through a third party anywhere in the world (if such marketing and distribution by such third party can be conducted on terms no less favorable to Seller than those proposed by Buyer and rejected by Seller). In addition to the foregoing, if a third party requests Seller to develop or manufacture a Cardiosurgery Product using that third party's Marketing Requirements for such Cardiosurgery Product, Seller shall not be restricted in any way from developing or manufacturing such Cardiosurgery Product for such third

Covenant Not to Compete. Employee acknowledges that the Company's business is highly innovative and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customerscompetitive, and “Merchandise Vendors” (as defined below)that the Confidential Material involves valuable and proprietary information. Employee further acknowledges that this Confidential Material would necessarily be compromised were Employee to use this information for himself after his employment, or were Employee to become an employee or consultant or otherwise become associated with any competitor of the Company during the life-cycle of the development of the Company's products and services and the strategy associated with the marketing of such products and services. Although the lengths of such cycles vary depending upon the product or service, the Company and Employee agree that, in light of Employee's knowledge and position with the Company, a period ending on the later of September 30, 1999 or one year after the termination of Employee's employment with the Company (the "Applicable Period") is a reasonable and necessary period in order to protect the Company's Confidential Material. Employee hereby acknowledges that the Company's business is national in scope. Accordingly, Employee and the Company agree that, for the Applicable Period, Employee will not himself use any of the Confidential Material, and will not directly or indirectly become an employee of, consult with, render services for, own, manage, control, participate in, or in any manner engage in any business which competes with the business of the Company in any state in which the Company does business. Employee further agrees that in rendering services to Companyfor the Applicable Period, Employee has been, will be and will continue not induce or attempt to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light induce any employee of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following Company to leave the Separation Date, and regardless employ of the reason for separationCompany or hire, Employee shall notdirectly or through another person or entity, within any geographic area in which person who is an employee of the Company does business at any time during the last year of Employee’s 's employment at the Company. Employee further agrees that he will not induce or attempt to induce any customer, supplier, licensee or other person or entity with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are business relationship with the same as or substantially similar Company to any of the duties and/or responsibilities Employee had cease doing business with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf in any way interfere with the relationships between such customer, supplier, licensee or business relation and the Company. Nothing in this Section 8 shall prohibit Employee from being a passive owner of not more than two percent (2%) of the outstanding shares of any Competitorclass of stock of a corporation which is publicly traded, so long as Employee does not serve such company in any capacity whether as a board member or otherwise, and Employee has no active participation in the business of such corporation or any of its subsidiaries or affiliates. For purposes If, at the time of enforcement of this Section 48, an arbitrator (or court) should hold that the duration or scope of the restrictions stated herein are unreasonable under the circumstances then existing, the term “Competitor” parties agree that the maximum duration or scope which is reasonable under such circumstances shall mean only be substituted for the following businessesstated duration or scope. Similarly, commonly known as: Catoif, TJX at the time of enforcement, an arbitrator (including without limitation TJMAXX and Marshalls)or court) should hold that the area of the restriction stated herein is unreasonable under the circumstances then existing, Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesthe parties agree that the maximum area which is reasonable under such circumstances shall be substituted for the stated area.

Covenant Not to Compete. Employee acknowledges and (a) Seller agrees that Company has invested a great deal of time and money in developing relationships with its employeesthat, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light part of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work consideration for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect the payment by Buyer of Company’s business or that otherwise conflicts with Company’s interests. In additionthe Purchase Price, for a period of one five (15) year years immediately following the Separation Closing Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to neither Seller nor any of its divisions or subsidiaries will, directly or indirectly, operate, perform, have any interest in or otherwise be engaged in or concerned with a business which develops, manufactures, prepares, sells, installs or distributes products or performs services in competition with the duties and/or responsibilities Employee had Healthcare Communications Business; provided, however, that nothing in this Section 8.9 shall prevent Seller from engaging in development, manufacture, preparation, sale, installation or distribution with and/or performed for Company; respect to the INFOSTAR/ILS Products or other businesses relating to the Excluded Intangibles. For these purposes, ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of such securities shall not be considered to be competition with Buyer. (b) perform or provide any services which are Further, Seller agrees that for a period of five (5) years following the same as or substantially similar to Closing Date neither Seller nor any of its related or affiliated entities will induce any of Seller's employees hired by Buyer on the services which Employee performed Closing Date to terminate his or provided her relationship with Buyer and to work in a business that competes with the Healthcare Communications Business. (c) Seller acknowledges that the restrictions on its activities under Sections 8.9(a) and (b) hereof are necessary for the Companyreasonable protection of Buyer and constitute a material inducement to Buyer's entering into and performing this Agreement. Seller further acknowledges, for or on behalf stipulates and agrees that a breach of any Competitor. For purposes of this Section 4such obligations and agreements will result in irreparable harm and continuing damage to Buyer for which there will be no adequate remedy at law and further agrees that in the event of any breach of said obligations and agreements, Buyer and its successors and assigns will be entitled to injunctive relief and to such other relief as is proper under the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescircumstances.

Covenant Not to Compete. Employee (a) Seller hereby agrees that it shall not, and shall cause each of its Affiliates not to, during the ten-year period commencing on the date hereof, directly or indirectly, as agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or adviser to, render services for (alone or in association with any Person) or otherwise assist, any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise engaging or proposing to engage in the business engaged in by either Business as of the Closing Date anywhere in the World; provided, that nothing herein shall be deemed to prohibit Seller's Parent or any of its Affiliates engaging in businesses other than the Businesses from engaging in commercial relationships with any Person in any of the Businesses. (b) If any court of competent jurisdiction shall at any time deem the term of any covenant set forth in this Section 13.9 too lengthy or too extensive, the other provisions of this Section 13.9 shall nevertheless stand, the restricted period herein shall be deemed to be the longest period permissible by law under the circumstances and the territory herein shall be deemed to comprise the largest territory permissible by law under the circumstances. The court in each case shall reduce the time period and/or territory to the maximum permissible duration or size. (c) Seller hereby acknowledges and agrees that Company has invested a great deal of such restrictions, rights and remedies are reasonable in time and money in developing relationships with its employeesterritory, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services are designed to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to eliminate competition which Employee would not have access if not for Employee’s employment with Company and which it otherwise would be unfair to disclose the Purchaser, do not stifle the inherent skill and experience of Seller, would not operate as a bar to othersSeller's sole means of support, or are fully required to use protect the legitimate interests of the Purchaser following the consummation of the transactions contemplated hereby and do not confer a benefit upon the Purchaser disproportionate to Company’s disadvantage. Employee the detriment to Seller. (d) Seller acknowledges and agrees that the restrictions covenants contained in this Agreement Section 13.9 are reasonable and necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that for the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light protection of the foregoingPurchaser's business interests, Employee agrees that he/she irreparable injury will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following result to the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to Purchaser if Seller breaches any of the duties and/or responsibilities Employee had with and/or performed for Company; terms of said covenants, and that in the event of Seller's actual or (b) perform threatened breach of any such covenants, the Purchaser will have no adequate remedy at law. Seller accordingly agrees that in the event of any actual or provide any services which are the same as or substantially similar to threatened breach by it of any of such covenants, Purchaser shall be entitled to immediate temporary injunctive and other equitable relief, without bond and without the services which Employee performed necessity of showing actual monetary damages, subject to a hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting Purchaser from pursuing any other remedies available to it for such breach or provided for threatened breach, including the Company, for or on behalf recovery of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesdamages which it is able to prove.

Covenant Not to Compete. Employee The Seller acknowledges and recognizes that Paradise Bakery's business is highly competitive and that the goodwill and continued patronage of Paradise Bakery's customers constitute a substantial asset of Paradise Bakery, having been acquired through considerable time, money and effort. Accordingly, in consideration of the acquisition by the Company of Paradise Bakery (the "Paradise Bakery Acquisition"), the Seller agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” to the following: (a) That during the Restricted Period (as defined belowherein) and within the Restricted Area (as defined herein). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, Seller or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light any of the foregoing, Employee agrees that he/she Seller's Affiliates (as defined herein) will not, at any point during his/her employment individually or in conjunction with Companyothers, work for directly or indirectly, engage or participate in any businessBusiness Activities (as hereinafter defined), enterprisewhether as an employer, partner, independent contractor, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise. For these purposes, the term "Affiliate" shall mean any of the Seller's subsidiaries, whether now in existence or subsequently acquired or formed during the Restricted Period, and any executive officer of Seller or any such subsidiary. (b) That during the Restricted Period and within the Restricted Area, the Seller or any of the Seller's Affiliates will not, indirectly or directly, solicit, induce or influence any of the vendors or suppliers of Paradise Bakery at the time of the Paradise Bakery Acquisition to discontinue or reduce the extent of such relationship with Paradise Bakery. (c) That during the Restricted Period and within the Restricted Area, the Seller or any of the Seller's Affiliates will not (1) directly or indirectly recruit, solicit or otherwise influence any employee or agent of Paradise Bakery to discontinue such employment or agency relationship with Paradise Bakery, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, (2) for a period of one (1) year following 90 calendar days after the Separation Effective Date, and regardless employ or seek to employ, or cause or permit any business that competes directly or indirectly with the Business Activities of Paradise Bakery (the reason "Competitive Business") to employ or seek to employ for separation, Employee shall not, within any geographic area in which Company does business Competitive Business any person who is then (or was at any time within six (6) months prior to the date Seller or the Competitive Business employs or seeks to employ such person) employed at the Effective Date by Paradise Bakery as a manager or supervisor of any of Paradise Bakery's company-owned stores. (d) That during Employee’s employment with Company: (a) become employed by the Restricted Period, the Seller or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; Seller's Affiliates will not interfere with, disrupt or (b) perform attempt to disrupt any past or provide any services which are the same as present relationship, contractual or substantially similar to otherwise, between Paradise Bakery and any of the services which Employee performed its vendors, suppliers, employees or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesagents.

Covenant Not to Compete. Employee acknowledges a. You acknowledge that the Confidential Information has been and agrees will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company has invested a great deal developed by you or others during your employment are developed on behalf of time and money in developing relationships the Company. You further acknowledge that you have been provided with its employeesaccess to Confidential Information, including Confidential Information concerning the Company's major customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges its technical, marketing and agrees that in rendering services to Companybusiness plans, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, disclosure or misuse of which would irreparably injure the Company’s employees, and . b. During employment by the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one 12 months following Employment Separation, you shall not (1as an owner, shareholder, officer, employee, manager, consultant or otherwise): (i) year following the Separation Date, and regardless Contact any employee of the reason Company for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the purpose of discussing or suggesting that such employee resign from employment with Company: the Company for the purpose of becoming employed elsewhere; (aii) become employed by Provide information about individual employees of the Company or work for a “Competitor” (as defined below) in any position personnel policies or capacity involving duties and/or responsibilities which are procedures of the same as or substantially similar Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) If you served as an officer of the duties and/or responsibilities Employee had with Company and/or performed any duties involving sales, marketing, sales engineering and/or product line management in the twelve months preceding Employment Separation, you shall not promote, solicit for sale or sell any product or service in direct competition with the Company; 's products or services (A) to any entity that purchased over $250,000 in goods and/or services from the Company during the 12 months preceding Employment Separation, (B) to any entity which you called on for the purpose of promoting or selling the Company's products or services during the 12 months preceding Employment Separation, or (bC) perform to any entity which received a sales proposal from the Company within 12 months of Employment Separation if the goods or provide any services which you seek to sell, solicit for sale or promote are directly competitive with the goods and services which are the same as or substantially similar to any subject of the services which Employee performed or provided for Company's proposal to the entity and the entity has not yet rejected the Company, for or on behalf of any Competitor. For purposes 's sales proposal. c. The 12-month non-competition period described in Section 6(b) of this Agreement shall be suspended while you engage in any activities in breach of the Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 46, the term “Competitor” non-competition period shall mean only begin again on the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX date such injunctive relief is granted. d. Nothing contained in the Section 6 shall be construed as limiting your obligations under Section 3 or 4 or this Agreement concerning Confidential Information and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresConfidentiality.

Covenant Not to Compete. Employee acknowledges (A) Seller, on its own behalf, agrees for a period of three (3) years from the Effective Date, not to directly or indirectly provide or offer to provide physician or other healthcare practitioner credentialing or verification services for any third party (which are collectively hereinafter referred to as "Restricted Services") to any present Customers wherever located, or to any prospective customers within the United States of America (which is hereinafter referred to as the "Restricted Area"); said restricted services constitute a valuable and agrees that Company has invested a great deal extensive trade of time and money in developing relationships with its employeesservices within said Restricted Area. The business connections, customers, procedures, techniques and “Merchandise Vendors” other aspects of said business have been established and maintained at great expense, kept and protected as confidential information and are of great value to Buyer and provide it with a substantial competitive advantage in conducting said business. By virtue of Seller's prior knowledge by operating its offices in the Restricted Area, Seller has been entrusted with the knowledge and possession of secret and confidential information now crucial to Buyer pertaining to the business procedures and operations, including, without limitation, information relating to research, marketing, sales volume, number and qualification of consultants, advisors and employees, programming and formatting information, names of customers and information pertaining to customer's needs, specifications and other criteria. Seller and Buyer agree that, by virtue of Seller's unique knowledge of said business operation, Buyer would suffer great loss and irreparable injury if Seller would use or disclose the confidential information, use it in the solicitation of Buyer's customers or employees or use it to unfairly compete with Buyer in such areas. (as defined below). Employee further acknowledges B) Seller and agrees Buyer agree that in rendering services to Company, Employee has been, will be the terms and will continue to be exposed to conditions of this restrictive covenant are reasonable and learn much information about Company’s necessary for the protection of Buyer's business, including valuable Confidential Information trade secrets and Trade Secrets, confidential information and to prevent damage or loss to Buyer as a result of actions taken by Seller. Seller acknowledges that the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersbusiness of Buyer is, or may fairly be, anticipated to use to Company’s disadvantage. Employee acknowledges and agrees that encompass the Restricted Area; the noncompete restrictions contained in this Agreement are necessary reasonable and reasonable the consideration provided herein to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee Seller to work and obtain employment which does not violate this Agreement and that be derived from the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light acquisition of the foregoing, Employee Subject Assets in the Restricted Area by Buyer is sufficient to fully and adequately compensate Seller for agreeing to these reasonable restrictions. (C) Seller further agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one three (13) year following years from the Separation Effective Date, and it shall not directly or indirectly, either as an agent, partner, shareholder, consultant, lender, guarantor, or in any other capacity, participate in, engage in or have a financial interest in, any business which is engaged in the Restrictive Services competitive with that of Buyer or any successors or assigns of Buyer in the Restricted Area. The ownership of a minority interest (less than 5%) in a corporation or other entity, even though such entity may be a competitor of Buyer, shall not be deemed financial participation in a competitor so long as such investment is a passive investment. Notwithstanding the foregoing, the ownership by Seller of shares in Buyer, if any, regardless of amount, shall not be deemed financial participation in a competitor. (D) Seller further agrees that for a period of three (3) years from the reason for separation, Employee shall Effective Date it will not, within any geographic area directly or indirectly: (i) Own (except as set forth in which Company does business at any time during Employee’s employment with Company: (aSection 1.3(c) become employed by above), manage, operate, control, lend money, or work for a “Competitor” (as defined below) guarantee borrowings, or so participate in the ownership, management, operation, control, or financial affairs, or be connected in any position or capacity involving duties and/or responsibilities manner with any business which provides services (other than consulting services of the type provided in the past by affiliates of Seller), which are the same as Restricted Services offered by Buyer, within the Restricted Area. (ii) Canvass, solicit or substantially similar to accept any business, in competition with the Restricted Services business of Buyer, or its parent company, or either's subsidiaries or affiliates within the Restricted Area. (iii) Request or advise any of the duties and/or responsibilities Employee had customers, suppliers or other business contacts of Buyer within the Restricted Area to transfer, withdraw, curtail or cancel their business with and/or performed for Company; Buyer. (iv) Induce (other than through general advertising) or (b) perform attempt to induce any employees, sales representatives, consultants or provide any services which are the same as other Buyer personnel to terminate their relationships or substantially similar breach their agreements with Buyer, and, specifically, not to employ any of the services which Employee performed Buyer's personnel while employed or provided for the Companywithin four (4) months of their cessation of employment with Buyer, for without Buyer's prior written consent. (v) Divulge, transmit or on behalf of otherwise disclose or cause to be divulged, transmitted or otherwise disclosed, or use any Competitor. For purposes of this Section 4, non-public information acquired by Seller during the term “Competitor” of its existence, within the Restricted Area while providing Restricted Services. (vi) The noncompete covenants in Sections 1.2 and 1.3 constitute the only agreements, express or implied, by such parties not to compete or not to solicit for Restricted Services in the Restricted Area. If Buyer believes that Seller has breached this covenant, then it shall mean only give Seller written notice of the following businesses, commonly known as: Cato, TJX circumstances surrounding such alleged breach. Seller shall then have five (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.5) days to cure such alleged

Covenant Not to Compete. Employee acknowledges As an ancillary covenant to the terms and agrees that Company has invested a great deal of time and money conditions set forth elsewhere in developing relationships with its employeesthis Agreement, customersas well as the Merger Agreement, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, consideration of the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained mutual promises set forth in this Agreement are necessary and reasonable other good and valuable consideration received and to protect Company’s legitimate business interests in its Trade Secretsbe received, valuable including without limitation, access to Confidential Information as described above and relationships consideration I receive per the Merger Agreement, I covenant and goodwill agree with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges the Company that Employee’s skills, education and training qualify Employee to work and obtain employment which does I will not violate this Agreement and that (without the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light prior written consent of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment the term of this Agreement and during the Applicable Period, either individually or in partnership or in conjunction with Company: (a) become employed by or work for a “Competitor” any Person (as such term is defined belowin the Executive Employment Agreement) or Persons, as principal, agent, shareholder, guarantor, creditor, employee, or consultant, carry on any business of, or be engaged in, consult or advise, lend money to, guarantee the debts or obligations of, or permit my name or any part thereof to be used as an endorsement by, any Person engaged in any position business within the United States or capacity involving duties and/or responsibilities the provinces of Canada in which are Haggar carries on business (the same as or substantially similar to any of “Territory”) which competes with the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are Company in the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorBusiness. For purposes of this Section 4, the term parties understand and agree that the definition of Business shall not include children’s apparel or bedding products. I acknowledge that the relevant market for the Business is the United States and Canada. (a) For purposes of this Section 4, the “CompetitorApplicable Period” shall mean only a period commencing upon termination of employment and continuing for two (2) years following termination of my employment for any reason, whether with or without cause, at the following businessesoption either of the Company or myself, commonly known as: Catowith or without notice. (b) I acknowledge that my fulfillment of the obligations contained in this Agreement, TJX including, but not limited to, my obligation neither to use, except for the benefit of the Company, or to disclose the Company’s Confidential Information and my obligation not to compete contained in this Section 4 is necessary to protect the Company’s Confidential Information and to preserve the Company’s value and goodwill. I further acknowledge that my promise to fulfill the obligations contained in this Agreement were a material inducement for Texas Clothing Holding Corp. and Nevada Clothing Acquisition Corp. to enter into the Merger Agreement. I further acknowledge the time, geographic and scope limitations of my obligations under this Section 4 are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that I will not be precluded from gainful employment if I am obligated not to compete with the Company during the period and within the Territory as described above. (including without limitation TJMAXX c) The covenants contained in this Section 4 shall be construed as a series of separate covenants, one for each city, county and Marshallsstate of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 4. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), Burlington Storesthen such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of this Section 4 are deemed to exceed the time, Gabe’s/Rugged Wearhousegeographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. (d) Notwithstanding anything hereinabove to the contrary, (i) my ownership of less than 5% of the outstanding voting shares of any publicly held company which otherwise would be prohibited under this Section 4 shall not constitute competition with the Company and Xxxx Storesshall not be prohibited under this Section 4; and (ii) serving as a director of a publicly held company whose revenues from any business that competes with the Company in the Business are less than 2.5% of such company’s total revenues shall not constitute competition with the Company and shall not be prohibited under this Section 4.

Covenant Not to Compete. Employee As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following: (a) Executive acknowledges that Company has invested a great deal he is intimately involved in the management of time and money in developing relationships with the Company, its employees, customersexpansion, and “Merchandise Vendors” (as defined below)its acquisition or creation of affiliated companies. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee Executive acknowledges and agrees that the restrictions contained business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 30, 2008 (the “Form 10-K”). (b) Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement are necessary should be broad, both geographically and reasonable in the scope of conduct prohibited. (c) Executive acknowledges that the Company now conducts business and provides services throughout the United States to protect federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers. Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities. Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit 1. Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business. Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business. Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s legitimate business. Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business interests of the Company to coincide with the description of the business of the Company as set forth in its Trade Secretsthe Company’s current Form 10-K. 1 Environmental and infrastructure services include the delivery of environmental restoration, valuable Confidential Information and relationships and goodwill with its employeesregulatory compliance, customersfacilities management, emergency response, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skillsdesign and construction services, education environmental consulting, engineering and training qualify Employee construction services to work private-sector and obtain employment which does not violate this Agreement state and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secretslocal government customers. These environmental services include complete life cycle management, valuable Confidential Information construction management, Operation and relationships and goodwill with its employees, customersMaintenance (O&M) services, and “Merchandising Vendorsenvironmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These Infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.” In light (d) Executive agrees that at all times during Executive’s employment with the Company and for a the duration of the foregoingPost-Termination Non-Compete Term (defined in Section 3(e) below), Employee agrees that he/she will Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business entity, and whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that of the Company or any of its affiliates, in the Restricted Area, as defined in Exhibit 1, attached. This prohibition includes, without limitation, that Executive will not perform the following in the Restricted Area: (i) Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any point during his/her employment with Companytime prior to Executive’s separation from employment; (ii) Establish, work for or engage own, become employed with, consult on business matters with, or participate in any businessway in a business engaged in engineering, enterpriseconstruction, procurement maintenance, Environmental, and pipe fabrication services, or endeavor any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and (iii) Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Xxxxxx Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors. This prohibition does not prohibit Executive from engaging in any way competes a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates. (e) For purposes of Section 3(d), the Post-Termination Non-Compete Term is as follows: (i) In the event of resignation for other than Good Reason (7(a)(iii)) or termination by the Company for Misconduct(7(a)(vi)), the non-compete term shall be two-years from the date of the Executive’s separation from employment with any aspect the Company. (ii) In the event of Company’s business resignation due to Corporate Change (7(a)(i)) or that otherwise conflicts with Company’s interests. In additionfor Good Reason (7(a)(ii)), or if Employee is terminated for a other than Good Reason (7(a)(vii)), or due to Disability (7(a)(v)), the non-compete term shall be equal to the period of one (1) year following severance pay provided pursuant to the Separation DateEmployment Agreement, and regardless the period of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any other applicable severance program of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for provided the payments pursuant to such program are made at a rate not less than the Executive’s base Compensation as of the Effective Date; or on behalf the pendency of any Competitor. For purposes post-termination consulting agreement between the Executive and the Company, but in no event longer than two (2) years after Executive’s separation from employment with the Company. (f) Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousecovenant will be inadequate, and Xxxx Storesthat in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled. Executive acknowledges that the provisions contained in this Section are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.

Covenant Not to Compete. Employee acknowledges hereby agrees, covenants and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionwarrants, for a period of one (1) year following from the Separation Date, and regardless expiration of the reason for separationterm of this Employment Agreement, Employee or one year after termination, whichever is earlier, that he shall not, within any geographic market, area in which or territory served by the Company does business at any time during Employee’s employment or the surviving entity of such Company's present offices or those it may hereafter open, directly or indirectly, solicit, contract, contact or consult with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities customers or accounts of the Company or those known to be in pursuit by the Company at the time of Employee's termination or become the employee of, or otherwise render services to, any enterprise which competes directly or indirectly with the customers or accounts of the Company or those known to be in pursuit by the Company at the time of Employees' termination. Employee had further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the protection of the goodwill and other business interests of the Company. However, should either the time period or the geographic area provided herein be deemed invalid or unenforceable in any respect, then Employee recognizes and agrees that a modification may be made to such time period or geographic area to protect the Company with and/or performed for Company; or (b) perform or provide respect to the purpose of this covenant not to compete. Employee recognizes and agrees that any services which are the same as or substantially similar to violation of any of the services which provisions contained herein will cause such damage or injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, for such reason, among others, the Company shall be entitled, as a matter of course, to recover from Employee performed an amount equal to five percent (5%) of the gross xxxxxxxx of the Company's former client, as billed by the Employee, his new employer, or provided any other person or entity wrongfully acquiring the Company's client, and also the Company shall be entitled to an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete. Such right to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against Employee, including the right to recover damages for any breach of this covenant or other provisions of this Agreement. Should it become necessary for the Company to enforce the terms of this Agreement through injunctive or other proceedings, Employee hereby waives any and all claims, counterclaims or other causes of action assertable by them against the Company, for or on behalf of any Competitor. For purposes of including, but not limited to, claims that this Section 4, Agreement violates the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Florida Free Enterprise and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAntitrust Act.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (a) During the Restricted Period (as defined below). , Employee further acknowledges and agrees will not (i) directly or indirectly perform activities of the type conducted, authorized, offered, or provided to the Company within two years prior to termination for any business which markets, sells or is developing products or services which compete with the products or services marketed, sold or being developed by the Company within two years of such termination (such business being hereinafter sometimes called a “Competing Business”), in any territory in which Employee conducted business on behalf of the Company within one year of termination, or (ii) assist others in engaging in any Competing Business in any manner described in the foregoing clause (i). (b) The Employee understands that the foregoing restrictions may limit his ability to earn a livelihood in rendering services a business competitive to the business of the Company, Employee but he nevertheless believes that he has been, will be received and will continue receive sufficient consideration and other benefits in connection with the Company's issuance of certain stock and stock options to be exposed the Employee as well as other benefits to clearly justify such restrictions which, in any event (given his education, skills and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsability), the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement believe would prevent him from earning a living. (c)“Restricted Period” shall mean the period commencing on the date hereof and that ending on the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light last day of the foregoing, Employee agrees that he/she will not, at sixth (6th) full calendar month following the Employee's termination for any point during his/her employment reason whatsoever including but not limited to involuntary termination (with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interestswithout Cause) and/or voluntary termination. In addition, for a period the event the enforceability of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities terms of the Agreement shall be challenged in Court and Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to is not enjoined from breaching any of the services which Employee performed or provided for protective covenants, then if a 4 court of competent jurisdiction finds that the Companychallenged protective covenant is enforceable, for or on behalf the time periods shall be deemed tolled upon the filing of any Competitor. For purposes the lawsuit challenging the enforceability of this Section 4, Agreement until the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX dispute is finally resolved and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesall periods of appeal have expired.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal Employer's business is built upon the confidence of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Companysuppliers, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which general public, and that Employee would will acquire confidential knowledge that should not have access if not be divulged or used for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantagehis own benefit. Employee acknowledges and agrees that during the restrictions contained term hereof and, in this Agreement are necessary and reasonable the event of any termination of Employee's employment pursuant to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingSection 3.1.2 or Section 3.2, Employee covenants and Employer ______ (Initial Here) Employee ______ agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionthat, for a period of one (1) year following the Separation Datetermination of his employment under this Agreement, and regardless he will not, without the prior written consent of the reason for separationEmployer, Employee shall notengage in, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by own, manage, operate, control, or work for a “Competitor” (as defined below) participate in any position food service business that conducts or capacity involving duties and/or responsibilities franchises activities which are the same as or substantially similar to any the restaurant concepts and operations of Employer (determined as of the duties and/or responsibilities date on which Employee's employment hereunder terminates) as an employer, employee, principal, partner, director, agent, or otherwise, directly or indirectly, anywhere in the United States of America. Notwithstanding the foregoing, the Employer agrees that Employee's participation in the activities contemplated by Section 1.1 shall not violate this covenant not to compete. Employee had understands and acknowledges that his violation of this covenant not to compete would cause irreparable harm to Employer and Employer would be entitled to an injunction by any court of competent jurisdiction enjoining and restraining Employee from any employment, service, or other act prohibited by this Agreement. Employee and Employer recognize and acknowledge that the scope, area and time limitations contained in this Agreement are reasonable. In addition, Employee and Employer recognize and acknowledge that the scope, area and time limitations are properly required for the protection of the business interests of Employer due to Employee's status and reputation in the industry and the knowledge acquired by Employee through his association with and/or performed Employer's business and the public's close identification of Employee with Employer and Employer with Employee. The parties agree that nothing in this Agreement shall be construed as prohibiting Employer from pursuing any other remedies available to it for Company; any breach or threatened breach of this covenant not to compete, including, without limitation, the recovery of damages from Employee or any other person or entity acting in concert with Employee. Employee also agrees that, in the event he breaches this covenant not to compete, Employee will pay reasonable attorneys fees and expenses incurred by Employer in enforcing this covenant not to compete and that the one (b1) perform or provide any services year period of time during which are the same as or substantially similar Employee shall be restricted from certain activities hereunder shall be extended for a period of time equal to any period(s) of time during which Employee engages in any conduct that violates this Section 4.1, the purpose of this provision being to secure for the benefit of the services which Employee performed or provided Employer the entire period of time being bargained for by the Employer for the Companyrestriction upon the Employee's activities. Employee acknowledges and understands that, as consideration for or on behalf of any Competitor. For purposes his execution of this Section 4Agreement and his agreement with the terms of this covenant not to compete, Employee will receive employment by Employer in accordance with this Agreement. Employer acknowledges that Employee's execution of this Agreement and agreement with the term “Competitor” shall mean only terms of this covenant not to compete is consideration for Employer's agreement to employ Employee pursuant to this Agreement. If any part of this covenant not to compete is found to be unreasonable, then it may be amended by appropriate order of a court of competent jurisdiction to the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesextent deemed reasonable.

Covenant Not to Compete. Employee acknowledges Nonsolicitation; Non-Hire and agrees Noninterference. (a) The parties hereto acknowledge that Company Intagio has invested a great deal of time and money engaged in developing relationships with its employees, customers, and “Merchandise Vendors” (substantially the same business as defined below)ITEX during some periods prior to the Closing Date. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for For a period of one (1) year following from and after the Separation Closing Date, and regardless neither Intagio or its affiliates will knowingly engage directly or indirectly in the wholesale or retail barter business, nor shall they knowingly act as a media buying or placement agent for clients in a manner that includes barter transactions. Notwithstanding the foregoing, however, nothing in this section shall limit or prohibit Intagio from continuing to conduct its “Perfect Escapes” business. The parties acknowledge that certain of the reason for separationAssigned Clients may participate in Intagio’s “Perfect Escapes” business, Employee and nothing in this Section shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by limit or work for a “Competitor” (as defined below) constrain in any position or capacity involving duties and/or responsibilities which are way Intagio from engaging in the same as “Perfect Escapes” business that it engaged in prior to the Closing Date, or substantially similar shall place any limitation on the nature or scope of business relationships between Intagio and its “Perfect Escapes” customers. Further, nothing in this Section shall restrict Intagio from conducting business with any past, present or future customer of ITEX after the Closing Date with respect to its “Perfect Escapes” business. Intagio acknowledges and agrees that this covenant not to compete is reasonable and necessary to protect ITEX’s legitimate business interests. (b) For a period of two (2) years from and after the Closing Date, Intagio will not (i) directly or indirectly solicit for employment any of the duties and/or responsibilities Named Employees; (ii) induce or attempt to induce any Named Employee had with and/or performed for Companyto work for, render services or provide advice to or supply confidential business information or trade secrets of ITEX and its subsidiaries to any person; or (biii) perform induce or provide attempt to induce any services which are Assigned Client to cease doing business with ITEX or its subsidiaries, brokers or franchisees or in any way interfere with the same as relationship between any such customer, supplier, licensee, licensor or substantially similar to other such person and ITEX and its subsidiaries, brokers or franchisees. 11 (c) ITEX’s rights under this Section 4.8 may be enforced by any successor or assign of ITEX, or its affiliates. (d) If the services which Employee performed final judgment of a court of competent jurisdiction declares that any term or provided for the Company, for or on behalf of any Competitor. For purposes provision of this Section 44.8 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term “Competitor” shall mean only or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseintention of the invalid or unenforceable term or provision, and Xxxx Storesthis Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. Employee acknowledges and (a) Consultant agrees that Company has invested a great deal that: during the term of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two (12) year following years thereafter (the Separation Date"RESTRICTED PERIOD") Consultant shall not either directly or indirectly, whether by establishing a new business or by joining an existing one, and regardless whether as a principal, stockholder, officer, director, broker, agent, consultant, corporate officer, licensor or in any other capacity, compete with the Company or become associated with a business enterprise which competes with any business operation of the reason Company or any business operation of the Company planned prior to Consultant's termination of employment, as evidenced by the Company's business plan, financial budgets or other similar documentation (including, without limitations, the DIFOTI, MelaFind, MelaMeter or SkinSurf products), in the geographical areas in which, prior to Consultant's termination of employment, the Company is doing or proposes to do business, as evidenced by the Company's business plan, financial budgets or other similar documentation, during the Restricted Period. Notwithstanding the foregoing, Consultant's ownership of securities of a public company engaged in competition with the Company's Business not in excess of two percent (2%) of any class of such securities shall not be considered a breach of the covenants set forth in this Paragraph. (b) Consultant and the Company intend that this covenant not to compete shall be construed as a series of separate covenants, one for separationeach county and each product line. If, Employee in any judicial proceeding, a court shall not, within refuse to enforce any geographic area one or more of the separate covenants deemed included in which Company does business at any time during Employee’s employment with Company: subsection (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 47, then such unenforceable covenant shall be deemed severed from this Agreement for the purposes of such judicial proceeding to the extent necessary to permit the remaining separate covenants to be enforced. (c) Consultant acknowledges that the Company plans to conduct business on a nationwide basis, that its sales and marketing prospects are for expansion into national and international markets and that, therefore, the term “Competitor” territorial and time limitations set forth in this Section 7 are reasonable and properly required for the adequate protection of the business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (d) The existence of any claim or cause of action by Consultant against the Company shall mean only not constitute a defense to the following businessesenforcement by the Company of the foregoing restrictive covenants, commonly known as: Catobut such claim or cause of action shall be litigated separately. (e) Consultant agrees that he will not solicit for himself or any entity the employment of any employee of the Company. (f) Consultant agrees that he will not persuade or attempt to persuade any customer of the Company to cease doing business with the Company or any of its subsidiaries or affiliates, TJX or to reduce the amount of business any customer does with the Company or any of its subsidiaries or affiliates. (including without limitation TJMAXX and Marshalls)g) Consultant agrees that he will not solicit for himself or any entity the business of a customer of the Company or any of its subsidiaries or affiliates, Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor solicit any business which was a customer of the Company or any of its subsidiaries or affiliates within six months prior to the termination of the Consultant's employment.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal During the period of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for EmployeeExecutive’s employment with Company Employer or any other entity in the Parent Group and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following thereafter (or two (2) years thereafter if Executive’s employment terminates as a result of his voluntary resignation without Good Reason), Executive will not directly or indirectly engage in any business that is engaged in the Separation Datepassenger ship cruise industry. “Directly or indirectly engage in any business” shall include, but not be limited to, being an owner, manager, director, employee, officer, consultant, independent contractor, partner, shareholder, stockholder, investor, representative, agent or otherwise of a business which is engaged in or plans to be engaged in the passenger ship cruise industry, it being understood that nothing contained herein shall prevent Executive from owning two percent or less of any publicly traded stock of any company engaged in the passenger ship cruise industry. Executive acknowledges that any breach of this covenant not to compete will cause irreparable harm to Employer and regardless each other entity in the Parent Group. In the event of such breach or threatened breach by Executive of the reason provisions of this Section 5.4, Employer shall be entitled to an injunction restraining Executive from rendering services to any person, firm or corporation, association, partnership or other entity, which is a competitor of Employer or any other entity in the Parent Group. Employer shall further be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Section 5.4. Nothing contained herein shall be construed as prohibiting Employer from pursuing any other remedies available to it for separationsuch breach or threatened breach against Executive, Employee including the recovery of damages and in the event Executive fails to comply with the terms and conditions expressed herein. Executive acknowledges that Employer and the other entities in the Parent Group are engaged in the passenger ship cruise business throughout the world and that the marketplace for the Employer’s and such other entities’ services is worldwide. Executive further covenants and agrees that the geographic area, length of term and types of activities restrictions (non-competition restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Employer and the other entities in the Parent Group because of the scope of the Employer’s and such other entities’ business. In the event that a court of competent jurisdiction shall notdetermine that one or more of the provisions of this Section 5.4 is so broad as to be unenforceable, within any geographic area then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make this Section 5.4 enforceable. If Executive violates the provisions of this Section 5.4, the periods described therein shall be extended by that number of days which Company does business equals the aggregate of all days during which at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch violations occurred.

Covenant Not to Compete. Employee Executive acknowledges that (i) the business in which the Company is engaged is intensely competitive, that the Company needs to protect its good will, and agrees that Executive's employment by the Company has invested required Executive to have access to and knowledge of Confidential Information which is of vital importance to the success of the Company's business; (ii) the direct or indirect disclosure of any such Confidential Information to existing or potential competitors of the Company could place the Company at a great deal competitive disadvantage and could do material damage, financial and otherwise to the Company's business; and (iii) Executive's services to the Company have been special and unique. Therefore, in consideration of time the terms and money conditions of this Agreement, including the compensation to be paid hereunder, for a period of six years commencing on the Effective Date, Executive shall not render any services, directly or indirectly, as an employee, officer, consultant or in developing relationships any other capacity, to any individual, firm, corporation or partnership engaged in activities competitive with any activities in which the Company or its employees, customers, and “Merchandise Vendors” affiliates are currently engaged (as defined belowsuch activities being herein called the "Company Business"). Employee further acknowledges and agrees that in rendering services to During said period, Executive shall not, without the prior written consent of the Company, Employee has beenhold an equity interest in any firm, will partnership or corporation which competes with the Company Business, except that beneficial ownership by Executive (together with any one or more members of Executive's immediate family and together with any entity under Executive's direct or indirect control) of less than 5% of the voting stock of any corporation which may be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, engaged in any of the Company’s employees, and same lines of business as the Company’s “Merchandise Vendors,” to Company Business which Employee would stock is listed on a national securities exchange or publicly traded in the over-the-counter market shall not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantageconstitute a breach of the covenants in this Paragraph 7. Employee Executive acknowledges and agrees that the restrictions non-competition provisions contained in this Agreement are necessary reasonable and reasonable necessary, in view of the nature of the Company and his knowledge thereof, in order to protect the legitimate interests of the Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and . The parties hereto agree that the restrictions provisions of this Paragraph 7 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any portion of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate Paragraph 7 is adjudicated unenforceable in any businessjurisdiction, enterprise, or endeavor that such adjudication shall apply only in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area particular jurisdiction in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch adjudication is made.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationCPB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect CPB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement is fair, adequate and valid consideration in exchange for his promises under this Paragraph 16 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 16. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 416, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee (a) Consultant hereby acknowledges and recognizes the highly competitive nature of the business of BHB and Berkshire Bank and, accordingly, agrees that during the Non-Compete Term, Consultant shall not, except as otherwise permitted in writing by BHB and Berkshire Bank: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of BHB and Berkshire Bank, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any firm, corporation, entity or enterprise that competes with the business of BHB and Berkshire Bank, or any of their direct or indirect subsidiaries or affiliates, and has offices within twenty-five miles (25) miles of any office of BHB and Berkshire Bank or any of their direct or indirect subsidiaries or affiliates (“Competitor”); (ii) serve as a consultant, director, independent contractor, employee or provide financial or other assistance to any Competitor; or (iii) directly or indirectly solicit persons or entities who were customers, clients, or referral sources of BHB and Berkshire Bank, or their subsidiaries to become a customer, client, or referral source of any Competitor. (b) If Consultant violates any provision of contained in Section 6 of this Agreement, the Consultant acknowledges and agrees that Company has invested a great deal of time that: (i) any compensation not yet paid pursuant to this Agreement shall be forfeited and money in developing relationships with its employees, customersany compensation received by the Consultant under this Agreement shall be returned to BHB and Berkshire Bank, and “Merchandise Vendors” (as defined below). Employee further acknowledges ii) BHB and agrees that in rendering services to Company, Employee has been, Berkshire Bank will be entitled to seek an injunction restraining Consultant from competing or disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of BHB and Berkshire Bank. Nothing herein will continue be construed as prohibiting BHB and Berkshire Bank from pursuing any other remedies available to be exposed to BHB and learn much information about Company’s businessBerkshire Bank for such breach or threatened breach, including valuable Confidential Information the recovery of damages from Consultant. (c) It is expressly understood and Trade Secretsagreed that, the Company’s employees, although Consultant and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company BHB and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that Berkshire Bank consider the restrictions contained in Section 6(a) hereof reasonable for the purpose of preserving for BHB and Berkshire 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 territory or any other restriction contained in Section 6(a) hereof is an unreasonable or otherwise unenforceable restriction against Consultant, the provisions of Section 6(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 indicate to be reasonable. (d) The provisions of this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsSection 6 shall be applicable, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate commencing on the date of this Agreement and that ending on the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light first anniversary of the foregoingEffective Time. (e) The provisions of this Section 6 shall survive the termination of the Consulting Agreement, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storestermination.

Covenant Not to Compete. Employee 4.1 Each Restricted Stockholder (other than an Institutional Investor) acknowledges the importance of protecting the business and goodwill of the Company and agrees and covenants that such Restricted Stockholder (other than an Institutional Investor), during the Restricted Period shall not, without the prior written consent of the Board of Directors of the Company (which may be withheld solely in the discretion of the Board of Directors): (a) directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a stockholder, member, manager, director, officer, employee, partner, consultant with, any for profit business, firm, entity or organization, which competes with the Company and its subsidiaries in any business engaged in by the Company and/or its subsidiaries on the date of final disposition of all of such Restricted Stockholder’s Shares anywhere in the world; provided, however, the forgoing shall not prohibit such Restricted Stockholder from beneficially owning up to 5% of the outstanding equity securities of a for profit business, firm, entity or organization the equity securities of which are publicly traded; provided further, however, the forgoing restriction on competition shall not apply to any such Restricted Stockholder (other than Fox, to whom the restriction shall apply) whose employment with the Company is terminated by the Company without Cause or is terminated by such Restricted Stockholder for Good Reason. Each such Restricted Stockholder expressly acknowledges and agrees that Company has invested a great deal of time such restriction is reasonable with respect to subject matter and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)to geographic area. Employee further Each such Restricted Stockholder expressly acknowledges and agrees that in rendering services because the Company is likely to Company, Employee has been, will be and will continue to be exposed conduct a like business during the Restricted Period, such restriction is reasonable as to time. The Stockholders agree and learn much information about Company’s businessacknowledge that the exception for a Restricted Stockholder who is an employee of the Company (other than Fox, including valuable Confidential Information and Trade Secrets, to whom the restriction shall apply) whose employment is terminated without Cause or for Good Reason is reasonable as the Company’s employeesbusiness and goodwill are not likely to be adversely affected by a Restricted Stockholder whose employment is terminated under such circumstances. (b) directly or indirectly (i) solicit or induce, and attempt to solicit or induce or assist any Person in soliciting or inducing any employee, of the CompanyCompany or any subsidiary on the date of the final disposition of such Restricted Stockholder’s “Merchandise Vendors,” Shares, to which Employee would not have access if not for Employee’s employment with leave the employ of the Company and which it would be unfair to disclose to othersor such subsidiary, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes interfere with the relationship between the Company or any aspect of Company’s subsidiary and any such employee thereof, or (ii) solicit or induce or attempt to solicit or induce any customer, supplier, licensee, licensor, franchisee or other business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless relation of the reason for separationCompany or any subsidiary to cease doing business with the Company or such subsidiary, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or capacity involving duties and/or responsibilities which are other business relation and the same as Company or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; subsidiary (including, without limitation, making any negative or (b) perform disparaging statements or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for communications about the Company, for its subsidiaries or on behalf affiliates, or the respective directors, officers, employees or stockholders thereof). 4.2 Whenever possible each provision and term of this Section 4 will be interpreted in a manner to be effective and valid but if any Competitor. For purposes provision or term of this Section 4 is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Section 4. If any of the covenants set forth in this Section 4 are held to be unreasonable, the term “Competitor” arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area and shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX be interpreted in such manner as to be effective and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousevalid under applicable law, and Xxxx Storesin such lesser scope, time and geographic area, will be effective, binding and enforceable against each such Restricted Stockholder.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal In consideration of time and money in developing relationships with its employeesthe sum paid by BNC for this covenant as hereinbefore set forth, customersCLEVELAND, and “Merchandise Vendors” its owner, Gregory K. Cleveland, individually, agree that for x xxxxxx xx xxxx (as defined below). Employee further acknowledges 0) years from and agrees that after December 31, 1996, they will not engage in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light any aspect of the foregoingaccounting profession in Burleigh County, Employee agrees that he/she will notNorth Dakota, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes manner whatsoever represents competition to the accounting purposes and activities of BNC as it relates to the assets including, but not limited to, the CLIENT LIST purchased hereby, with prohibited competition including, but not necessarily limited to, the use of the name Gregory K. Cleveland & Co., or any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datename deceptivexx xxxxxxx xxxxxxx, and regardless shall also include any participation, directly or indirectly, in the ownership, management, investing, assisting or other operation of any accounting business that carries on any similar business purpose or activity in Burleigh County, North Dakota, whether that activity originates in a center of location located in said County or is initiated outside of said County but is carried on, to any degree, within said area of this covenant. Notwithstanding the Covenant Not to Compete as set forth herein, it is the express agreement of the reason parties that it shall not be a violation of this covenant for separationGregory K. Cleveland, Employee shall notindividually, within any geographic area or in which Company does business at any time during Employee’s employment conjunctxxx xxxx xxxxx xxxxxxx or legal entities, to carry on work related activities generally associated with Company: (a) become employed by the accounting profession and the assets transferred hereby, provided that such work related activity is associated with the ongoing endeavors of BNC, the holding company of BNC or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had corporate affiliates either of the holding company or BNC and with and/or performed for Company; such activity is carried out as an employee of said banking entities or (b) perform on a consulting or provide any services which are other business relationship. The Covenant Not to Compete as set forth herein and including the exclusion to the same as or substantially similar shall be binding upon and the exception applicable to any of Michael Schmitz who, by his signature appearing herein, agrees xx this covenant and the services which Employee performed or provided exclusion recognizing and representing that the goodwill paid hereunder is, in part, the consideration for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX goodwill being sold in that contemporaneous transaction between SCHMITZ and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresCLEVELAND.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal Employee’s duties as an executive with Employer will entail involvement with the entire range of time and money in developing relationships with its employees, customersEmployer’s operations across the Industry, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to CompanyEmployee’s extensive familiarity with the Summer Companies’ provision of Services, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade SecretsSecrets justifies a restriction applicable across the entire geographic footprint in which Employer provides Services including, if applicable at a later date, in locations other than the Company’s employeesretail electric provider market of Texas. To the fullest extent permitted by any applicable state law, and if Employee terminates his employment with Employer other than for Good Reason upon fifteen (15) days’ written notice to Employer, for the Company’s “Merchandise Vendors,” to which period of twelve (12) months immediately following the Termination Date, Employee would not have access if not for shall not, without the prior written consent of Employer, directly or indirectly, obtain or hold a Competitive Position with a Competitor in the Restricted Territory, If Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingis terminated for any other reason, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a the period of one (1) year month immediately following the Separation Termination Date, and regardless of the reason for separation, Employee shall not, within without the prior written consent of Employer, directly or indirectly, obtain or hold a Competitive Position with a Competitor in the Restricted Territory, as these terms are defined herein. (i) For purposes of this Agreement, a “Competitive Position” means any geographic area employment with or service to be performed (whether as owner, member, manager, lender, partner, shareholder, consultant, agent, employee, co-venturer, or otherwise) for a Competitor in which Company does business at Employee (A) will use or disclose or could reasonably be expected to use or disclose any time during Employee’s employment Confidential Information or Trade Secrets for the purpose of providing, or attempting to provide, such Competitor with Company: a competitive advantage in the Industry or (aB) become employed by will hold a position, will have duties, or work will perform or be expected to perform services for a “such Competitor” (as defined below) in any position , that is or capacity involving duties and/or responsibilities which are the same as or substantially similar to any the position held by Employee with Employer or those duties or services actually performed by Employee for Employer in connection with the provision of Services by the duties and/or responsibilities Employee had with and/or performed for Company; Summer Companies, or (bC) perform will otherwise engage in the Businesses, or market, sell or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresServices in competition with Employer.

Covenant Not to Compete. Employee acknowledges (a) SELLERS' ACKNOWLEDGMENTS. Target is engaged in the ownership, operation and agrees that Company has invested a great deal development of time hotel/casinos in the State of Nevada and money in developing relationships with its employees, customersthroughout the United States. Sellers hereby represent and warrant and acknowledge and agree as follows: (i) the market for the Business extends throughout the State of Nevada and the rest of the United States, and “Merchandise Vendors” Sellers are among a limited number of people engaged in the Business in the United States; (ii) as defined below). Employee further acknowledges part of the transactions contemplated by this Agreement, Acq Corp shall merge with and agrees that in rendering services to Companyinto Target, Employee has been, will be with Target continuing as the Surviving Corporation and will continue to be exposed to assuming the rights and learn much information about Company’s business, including valuable Confidential Information obligations of Acq Corp hereunder; (iii) the noncompetition and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions other covenants contained in this Agreement Article II are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate an essential part of this Agreement and the transactions contemplated hereby; (iv) they have been fully advised by counsel in connection with the negotiation, preparation, execution and delivery of this Agreement and the transactions contemplated by this Agreement, including the intent, meaning and effect of the noncompetition and other covenants contained in this Article II; (v) they shall be fully bound by the noncompetition and other covenants contained in this Article II; (vi) compliance with the noncompetition and other covenants contained herein will not create any hardship for Sellers, as Sellers have independent means and sufficient income, including the payments made and to be made pursuant to this Agreement, to be fully self-supporting without competing with Acq Corp or the Company in the Business or violating the noncompetition or other covenants contained herein; and (vii) no reasonable Person would engage in any of the transactions contemplated by this Agreement and the MERGER AGREEMENT without the benefit of the noncompetition and other covenants contained herein by Sellers. Accordingly, Sellers agree to be bound by the noncompetition and other covenants contained herein to the maximum extent permitted by law, it being the intent and spirit of the parties that the restrictions noncompetition and other covenants contained herein shall be valid and enforceable in all respects and, subject to the terms and conditions of this Agreement, mutually dependent upon the obligations of Acq Corp to pay Sellers the amounts set forth in this Agreement have been crafted Agreement. (b) NONCOMPETITION. During the three (3) year period commencing on the Closing Date (the "RESTRICTED PERIOD"), except for the Permitted Activities (as narrowly hereinafter defined), Sellers shall not in any city, town, county, parish or other municipality in the State of Nevada (the names of each such city, town, county, parish or other municipality being expressly incorporated by reference herein), in which state Target, including through its Subsidiaries, engages in the Business, directly or indirectly, (i) engage in the Business for Sellers' own account; (ii) enter the employ of, or render any services to or for, any entity that is engaged in the Business; or (iii) become interested in any such entity in any capacity, including as reasonably possible to protect Company’s legitimate business interests in its Trade Secretsan individual, valuable Confidential Information and relationships and goodwill with its employeespartner, customersstockholder, officer, director, principal, agent, employee, trustee or consultant; PROVIDED, that Sellers may own, directly or indirectly, securities of, and “Merchandising Vendors.” In light may serve as a member of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect board of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one directors (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become but may not be employed by or work for act as a “Competitor” (as defined belowconsultant to) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes entity traded on any national securities exchange or automated quotation system if Sellers, individually or in the aggregate, are not a controlling Person of, or a member of this Section 4a group which controls, the term “Competitor” shall mean only the following businessessuch entity and do not, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.directly or

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing pharmacy benefit management services and money in developing relationships with its employeeshealthcare transaction processing services and information technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, specialty pharmacy services, and “Merchandise Vendors” consumer web services; (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high- volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive's performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company's Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, 's largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada ("Business Territory"); and (vii) Executive's covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” 's willingness to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersemploy him. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and Executive hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsRestricted Period, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee Executive shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company does business at any time during Employee’s or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive's employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges Seller Stockholders each acknowledge and agrees ------------------------ agree that Company has invested a great deal of time and money in developing relationships they have technical expertise associated with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that heSeller and are well known in the presentation/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interestscommunications industry. In addition, the Seller Stockholders have valuable business contacts with clients and potential clients of the Seller and with professionals in the presentation/communication industry. The Seller's reputation and good will are an integral part of business success throughout the areas where it conducts its business. If Seller Stockholders deprive Buyer of the Seller's goodwill or in any manner use their reputation and goodwill in competition with the Seller, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Since Seller Stockholders have the ability to compete with the Seller in the operation of the Seller's business, Buyer, therefore, desires that the Seller Stockholders enter into this covenant not to compete. But for Seller Stockholders' entry into this covenant not to compete, Buyer would not enter into the Asset Purchase Agreement. It is, therefore, understood and agreed that by their authorization of the Seller's entry into the Asset Purchase Agreement, the Seller Stockholders have transferred to Buyer all of their business goodwill in the Seller as contemplated by California Business and Professions Code Section 16601. Seller Stockholders, therefore, agree that for a period of one five (15) year following years from the Separation DateClosing (the "Term"), and regardless of the reason for separation, Employee Seller Stockholders shall not, within without Buyer's prior written consent (which may be given or withheld in Buyer's sole and absolute discretion), directly or indirectly, (i) own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, or permit their names to be used by or in connection with, any geographic area profit or non-profit business or organization which produces, designs, conducts research on, provides, sells, distributes or markets products, goods, equipment or services which, directly or indirectly compete with the Seller's and/or the Buyer's business, as conducted by the Seller immediately prior to the Closing and as is proposed to be conducted by the Buyer after the Closing, in the Counties specified in Exhibit I attached hereto of the United States, or in any other countries in which Company does the Seller's and/or the Buyer's business at any time during Employee’s employment with Company: is conducted; (aii) become employed by call on or work for a “Competitor” (as defined below) in any position solicit or capacity involving duties divert or take away from the Seller and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX Buyer (including without limitation TJMAXX and Marshalls)by divulging to any competitor or potential competitor of the Seller and/or the Buyer) any Person, Burlington Storesfirm or corporation or other entity who is or which at the Closing was a customer of the Seller and/or the Buyer or whose identity is known to the Seller Stockholders at the Closing as one whom the Seller and/or the Buyer intends to solicit; or (iii) hire or offer employment to or seek to hire or offer employment to any employee of the Seller whose employment is continued by the Seller after the Closing or any employee of any successor or affiliate of the Seller, Gabe’s/Rugged Wearhouse, and Xxxx Storesunless Buyer first terminates the employment of such employee or gives its written consent to such employment or offer of employment.

Covenant Not to Compete. Employee acknowledges In the event the Executive’s employment with the Employers is terminated for any reason prior to the expiration of the Employment Period (except as set forth below), the Executive hereby covenants and agrees that Company has invested for a great deal period of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, two years following the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s date of her termination of employment with Company the Employers (or, if less, for the period beginning with the date of her termination and which it would be unfair to disclose to othersending on the last day of the Employment Period), she shall not, without the written consent of the Employers, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or to use to Company’s disadvantage. Employee acknowledges and agrees any direct or indirect subsidiary or affiliate of any such entity, that entails working within any county in which the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that Company or the restrictions in this Agreement have been crafted Bank maintains an office as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect date of Companytermination of the Executive’s business or that otherwise conflicts with Company’s interestsemployment. In addition, for in the event of a period breach by the Executive of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 414, the term “Competitor” Executive acknowledges that the Employers will seek to recoup the amounts paid to the Executive pursuant to Section 9(b)(ix) of this Agreement, up to the full value reasonably assigned to the breach of the non-competition provisions of this Section 14 by the Employers, provided that no such action may be taken without the Employers providing the Executive not less than twenty (20) days written notice of their intent to take such action and giving the Executive the right to cure such breach within ten (10) days of the Executive’s receipt of such notice. In addition, the Employers may avail themselves of such other remedies that may be available to them as a result of any breach of this Section 14 by the Executive, with such remedies to be cumulative and not mutually exclusive. This section shall mean only not be applicable if the following businessesExecutive’s employment is terminated upon or within one year subsequent to a Change in Control, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesprovided that such termination is for reasons other than Cause as defined in Section 10(a)(i) hereof.

Covenant Not to Compete. Employee acknowledges (a) The Corporation is, or in the future may ----------------------- be, engaged in the business of developing producing, and agrees that Company has invested a great deal marketing fine wire and related products used or useful in the semi-conductor industry (the Fine Wire Business"). The employee may have access to all the Corporation's records, will have direct dealings with customers of time the Corporation, may engage in sales solicitations and money be directly responsible for maintaining and fostering in developing sales customer relationships with its employeesby, among other things, advising customers, responding to customer inquiries and “Merchandise Vendors” (as defined below)supervising other employees' dealings with customers. The Employee further acknowledges and agrees that in rendering services to Company, Employee has been, he will be intimately involved in and will continue to be exposed to familiar with the Corporation's methods and learn much information about Company’s costs of doing business, including pricing, product and concept development, and strategic planning all of which encompass valuable Confidential Information propriety and Trade Secretsconfidential information or trade assets developed by and for the Corporation. In order to protect the Corporation's investment in the foregoing matters and the Corporation's goodwill, and in consideration of the Corporation's employment of the Employee hereunder, the Company’s employeesEmployee agrees that as long as the Employee remains employed by the Corporation and for five (5) years after the Employee's termination of employment for whatever reason, and the Company’s “Merchandise Vendors,” Employee agrees not to which Employee would not have access if not for Employee’s employment engage in any manner in the Fine Wire Business or in any business that is competitive with Company and which it would be unfair to disclose to othersthe Fine Wire Business, directly or indirectly, either on his own account or while employed by or associated with another corporation, partnership, individual; or other entity, or while acting as an independent contractor or consultant to use to Company’s disadvantageor for any corporation, partnership, individual other entity. In the event the Employee breaches this covenant for any period of time, the covenant will not expire five (5) year after termination of his employment, but shall be extended for the same period of time that he was in breach. The Employee acknowledges and agrees that this covenant not to compete is a reasonable protection of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business Corporation's interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions Employee enters into this covenant willingly in order to secure the benefits of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersAgreement, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interestsintends to be legally bound hereby. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes The provisions of this Section 413 shall be restricted to those countries, including the United States, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresCorporation sells its products or otherwise countries its business.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “"Merchandise Vendors” " (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s 's business, including valuable Confidential Information and Trade Secrets, the Company’s 's employees, and the Company’s “'s "Merchandise Vendors,” " to which Employee would not have access if not for Employee’s 's employment with Company and which it would be unfair to disclose to others, or to use to Company’s 's disadvantage. Employee acknowledges and agrees that the restrictions restncttons contained in this Agreement are necessary and reasonable to protect Company’s 's legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “"Merchandising Vendors.” " Employee further acknowledges that Employee’s 's skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s 's legitimate business interests in its Trade Secrets, valuable Confidential Information Infonnation and relationships and goodwill with its employees, customers, and “"Merchandising Vendors.” '' In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s 's business or that otherwise conflicts with Company’s 's interests. In addition, for a period of one (1l) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s 's employment with Company: (a) become employed by or work for a “"Competitor” " (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “tenn "Competitor” " shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’sGabe's/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee The Executive hereby understands and acknowledges that, by virtue of his position with the Company and agrees that Company the Bank, he has invested a great deal of time obtained advantageous familiarity and money in developing relationships personal contacts with its employeesCustomers and Prospective Customers, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeeswherever located, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with business, operations, and affairs of the Company and which it would be unfair to disclose to othersthe Bank. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and agrees that except as set forth in subparagraph (b) of this Section 15, during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate term of this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year months following the Separation Date, termination of his employment with the Company and regardless the Bank (“Restriction Period”) other than a termination of the reason for separationExecutive’s employment with the Company and the Bank following a Change in Control or the involuntary termination of Executive’s employment by the Bank or the Company, Employee the Executive shall not, within directly or indirectly, except as agreed to by duly adopted resolution of the Bank Board: (a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or otherwise, engage in the same trade or business as the Company’s Business, in the same or similar capacity as the Executive worked for the Company and the Bank, or in such capacity as would cause the actual or threatened use of the Company’s or the Bank’s trade secrets and/or Confidential Information; provided, however, that ​ ​ this subsection (a) shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any geographic area class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Company’s and the Bank’s employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment with a competitor to the Company’s Business would result in the inevitable use or disclosure of the Company’s and the Bank’s trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Company or the Bank. The restrictions on the activities of the Executive contained in this Section 15 shall be limited to the following geographical areas: all counties in which Company does business at or the Bank or any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any other affiliate of the duties and/or responsibilities Employee had with and/or performed Company maintains an office or branch or has filed an application for Company; regulatory approval to establish an office or (b) perform or provide any services which are branch as of date of termination, except as agreed otherwise by the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresBank Board.

Covenant Not to Compete. Employee Xxxxx expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that in rendering high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Xxxxx is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Xxxxx' performance of his services to Company, Employee has been, will be for the Company afforded Xxxxx full and will continue to be exposed complete access to and learn much information caused Xxxxx to become highly knowledgeable about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, 's Confidential and Proprietary Information; (iv) the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company agreements and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions covenants contained in this Agreement Paragraph 11 are necessary and reasonable essential to protect Company’s legitimate the business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill of the Company, because, if Xxxxx enters into any activities competitive with its employeesthe business of the Company, Xxxxx will cause substantial harm to the Company; (v) Xxxxx has been exposed to the Company's largest customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate ; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and that Canada (“Business Territory”); and (vii) Xxxxx' covenants to the restrictions Company set forth in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests Paragraph 11 are being made in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light consideration of the foregoingCompany's willingness to provide him the Separation Benefits and release described herein. Accordingly, Employee Xxxxx agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a the period of one (1) year following between the Separation DateDate and September 16, and regardless of the reason for separation2014, Employee Xxxxx shall not, within the Business Territory, directly or indirectly own any geographic area in which Company does business at any time during Employee’s employment with Company: (a) interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, contract with, become employed by by, render services to, be a director of, or work for a “Competitor” (as defined below) in any position other manner whatsoever engage in any business which is competitive with any business actively engaged in by the Company or capacity involving duties and/or responsibilities actively (and demonstrably) considered by the Company for entry into on September 17, 2012 and of which are Xxxxx had: A) involvement; or B) access to Confidential and Proprietary Information. The preceding to the same as or substantially similar contrary notwithstanding, Xxxxx shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than one percent (1%) of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee Executive acknowledges and agrees recognizes the highly competitive nature of Company’s Business and that Company has invested the goodwill and business strategy of the Company, constitutes a great deal substantial asset of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)the Company. Employee Executive further acknowledges and agrees recognizes that in rendering services to Companyduring the course of the Executive’s employment, Employee Executive has been, will be and will continue to be exposed to and learn much information about receive specific knowledge of Company’s businessBusiness, including valuable access to trade secrets and Confidential Information (as defined in Section 6), participate in business acquisitions and Trade Secretsdecisions, 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 Company is without an adequate remedy at law in the event this covenant is violated and 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 and shall apply regardless of whether Executive’s employment is terminated with Cause as provided in Section 4(c) above, or if Executive’s employment is terminated without Cause under Section 4(d) hereof. The Executive recognizes that the terms of this covenant are reasonable and necessary for the protection of the Company’s business because the value of Executive’s services will be enhanced by his association with the Company. Accordingly, Executive agrees to the following: a. During the Term of this Agreement and for a period of nine (9) months after termination of the Executive’s employment under this Agreement or any renewal or extension thereof (the “Restricted Period”), provided the Company is not in breach of its obligations to Executive, including, but not limited to the Severance Payments and any payments of past due compensation, for whatever reason and anywhere within the United States of America and any geographical area in which the Company was doing business prior to the date of termination hereof (the “Restricted Area”), Executive will not individually or in conjunction with others, directly or indirectly engage in any business activities, whether as an officer, director, proprietor, employer, employee, partner, independent contractor, investor (other than as a passive holder of less than two percent (2%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise (except with the approval of the Board of Directors). b. 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 Restricted Period to discontinue or reduce the extent of such relationship with the Company (except with the consent of the Board of Directors). c. That during the Restricted Period and within the Restricted Area, Executive will not (a) directly or indirectly recruit any employee of the Company to discontinue such employment relationship with the Company, or (b) employ or seek to employ, or cause to permit any business which competes directly or indirectly with the Business of the Company (the “Competitive Business”) to employ or seek to employ for any Competitive Business any person who is then (or was at any time within six (6) months prior to the date Executive or the Competitive Business employs or seeks to employ such person) employed by the Company. d. That during the Restricted Period, Executive will not interfere with, disrupt, or attempt to disrupt any past or present relationship contractual or otherwise, between the Company and any of the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested (a) As a great deal part of time and money in developing relationships with its employees, customersthe consideration for the purchase of the shares of Xxxxx pursuant to the Acquisition Agreement, and “Merchandise Vendors” (as defined below). Employee further acknowledges a material inducement for BancTrust to consummate that agreement, Xxxxx, during the Consulting Period and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two (12) year following years thereafter, agrees that he will not within Shelby County, Alabama, or within a fifty (50) mile radius of Montevallo, Alabama, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected with any bank, savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise compete with or solicit the Separation Date, and regardless customers of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by BancTrust or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of its subsidiaries. In furtherance of this covenant not to compete, Xxxxx agrees to refer all inquiries, calls, or other customer contacts addressed to him concerning the duties and/or responsibilities Employee had with and/or performed for Company; activities of Merchants, Bancshares, Peoples or BancTrust to such officers or agents of BancTrust or Peoples as BancTrust may direct. (b) perform or provide If, at any services which are time, the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 45 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the term “Competitor” court or other body having jurisdiction over the matter; and the Xxxxx agrees that this Section 5 as so amended shall mean only be valid and binding as though any invalid or unenforceable provision had not been included herein. (c) Both parties recognize that this covenant not to compete is material and unique. Accordingly, if Xxxxx breaches the following businessesterms and conditions of this Agreement, commonly known as: CatoBancTrust shall be entitled to institute legal and equitable proceedings in any court of competent jurisdiction. The remedies of BancTrust for such breach shall, TJX (including without limitation TJMAXX and Marshalls)in addition to any other available legal remedies, Burlington Stores, Gabe’s/Rugged Wearhouseinclude the right to enforce specific performance by Xxxxx, and Xxxx Storesto enjoin Xxxxx from performing services for any competing person, firm, or corporation during the period that this covenant not to compete is applicable. (d) Notwithstanding anything herein to the contrary, Xxxxx will not be in violation of this provision if he owns of record or beneficially five percent or less of the outstanding voting stock of a publicly-traded corporation as to which Xxxxx is neither an officer, director, nor employee.

Covenant Not to Compete. Employee acknowledges and agrees You agree that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable our Confidential Information and Trade Secrets, the Company’s employeesis valuable to us, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s restrictions on your future employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonably necessary in order for us to remain competitive in our business and reasonable to protect Company’s legitimate business interests in its Trade Secrets, constitute our protectable legal interests. You agree that during the course of your employment with the Company you have learned and will learn trade secrets and valuable Confidential Information of Diamond, have developed and will develop substantial business relationships with specific customers and prospective customers or clients of Diamond and entities doing business with Diamond, including homeowners associations, and have developed and will develop goodwill on behalf of Diamond in every geographic area in which Diamond owns or manages properties or has plans to do so. You have participated and will participate in specialized training on behalf of Diamond. You acknowledge and agree that misuse or diversion of the information and relationships you have developed on behalf of Diamond anywhere Diamond owns or manages properties or has plans to do so at the termination of your employment will irreparably injure Diamond. In consideration of our execution of the Employment Agreement and goodwill with its employees, customersthe compensation payable to you under the Employment Agreement, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered, you covenant and relationships agree that during the term of your employment agreement and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following after termination (excluding your termination without Cause as defined therein), you will not directly or indirectly engage in the Separation Datebusiness of Diamond, and regardless which shall include without limitation, timesharing, club or affiliates that (i) operate a timeshare, interval, points membership or vacation membership resort or (ii) have a marketing or sales office that engages in the business of the reason for separationDiamond, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by anywhere that Diamond owns or work manages properties or has plans to do so. You further agree that for a “Competitor” period of two (as defined below2) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for years following your separation from the Company, you shall not directly or indirectly, whether for pay or otherwise, alone or with or on behalf of others, (a) solicit or contact for the purpose of providing, or provide (regardless of whether you engaged in solicitations) business services of the same type provided by Diamond to any Competitorhomeowners association with which you have conducted business or with which you have sought to do business on behalf of Diamond; (b) divert or attempt to divert any homeowners association with which you have conducted business or attempted to conduct business on behalf of Diamond to enter into business relationships with any individuals or entities of the same or similar type as the relationships with which they have conducted with Diamond during your employment with the Company; (c) assist, encourage, or induce any homeowners association with which you have dealt on behalf of Diamond during your employment with the Company to terminate or reduce its business relationship with Diamond; (d) solicit or contact any members, prospective purchasers, guests and customers of Diamond to reduce or terminate their relationship with Diamond or to enter into relationships with individuals or entities performing or offering services in competition with Diamond; (e) provide services to any prospective purchasers, guests and customers of Diamond in competition with Diamond; (f) solicit or recruit (whether as a consultant, employee, or independent contractor) any individual who is or who was in the six (6) months preceding the solicitation or recruitment, a team member/employee of Diamond; (g) assist other individuals or entities to do the acts set forth in this Section. For purposes It shall not be a defense to a claim of breach of this Section 4provision that any homeowners association, the term “Competitor” owner, prospective purchaser, or customer first contacted you to seek your services. These restrictions shall mean only the apply in any jurisdiction and location in which Diamond currently conducts or has active plans to conduct business. Further, following businessesyour separation, commonly known as: Catoyou agree that you shall not use or disclose any Confidential Information or trade secrets of Diamond without written authorization of Diamond or as required by law and shall not make false or defamatory statements regarding Diamond, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseits business, and Xxxx Storesits officers, directors and employees. To the extent that you have any questions as to whether any of these restrictions apply to any specific employment or business opportunity you wish to consider you shall contact the General Counsel of DRII in writing setting forth the activities in which you wish to engage and seeking a determination of whether Diamond views such proposed activities as being prohibited by this Agreement. You agree that these prohibitions do not prohibit you from earning a living subject to the obligations contained in this Agreement.

Covenant Not to Compete. Employee acknowledges At a time agreeable to Purchaser, Purchaser and agrees that Company has invested Target shall take appropriate action to change the name of Target as promptly as possible to a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue name not likely to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment confused with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantageSeller. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for For a period of one two (12) year following years after the Separation Closing Date, no Subsidiary of TIG Holdings will directly write Independent Agent produced auto or homeowners business (the "Restricted Business"), except as permitted in the Target Quota Share Reinsurance Agreement, the Seller Quota Share Reinsurance Agreement or the Loss Portfolio Transfer Agreement; provided, however, TIG Holdings and regardless its Subsidiaries shall be entitled to (i) continue to write non-standard auto business, (ii) continue to conduct Restricted Business to the extent required by law, (iii) write umbrella and excess business, and (iv) acquire and continue to operate any business or company from a third party, unless in the case this clause (iv), 25% or more of the reason for separationnet premium written by the business or company to be acquired in its most recently completed fiscal year was derived from Restricted Business, Employee shall not, within any geographic area and such percentage represents at least $50 million of net premium written in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are case after the same as or substantially similar to any consummation of such an acquisition, Seller shall notify Purchaser of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are transaction and Purchaser shall have the same as or substantially similar right to any offer to purchase that portion of the services business or company so acquired that is derived from Restricted Business exercisable within thirty (30) days after receipt of such notice, which Employee performed shall be accompanied by such due diligence material as would allow Purchaser to meaningfully evaluate the business or company within such thirty (30) day period. To the extent Purchaser does not make such an offer or the parties cannot agree on mutually acceptable terms for such a transaction, Seller shall use commercially reasonable efforts to sell the portion of the business or company derived from Restricted Business to a third party within one year of the acquisition thereof; provided for the Company, for or on behalf of any Competitor. For purposes that Seller shall not be deemed in breach of this Section 4after the expiry of such 1-year period if, the term “Competitor” shall mean only the following businessesin good faith, commonly known as: Cato, TJX (including without limitation TJMAXX it has been unable to divest such business as of such expiration date and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.it continues in good faith to attempt to divest such business. This Section 12

Covenant Not to Compete. In consideration for the term of employment, salary and benefits paid to the Employee acknowledges and by the Company as described herein, Employee agrees that during the term of his employment hereunder and for the two-year period following termination of his employment he will not solicit the customers of the Company, or directly or indirectly solicit for employment any employees of Company. For purposes hereof, "Company" shall include any entity into which the Company has invested a great deal may be merged or to which substantially all the business and assets of time and money in developing relationships with its employees, customersthe Company are transferred, and “Merchandise Vendors” (as defined below)shall include all affiliates of the Company at the date of termination. For purposes hereof, "affiliate" shall include any business controlling, controlled by, or under common control with the Company and its successors. Employee further acknowledges has carefully read and agrees that in rendering services to Companyconsidered the provisions of this paragraph and, Employee has beenhaving done so, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement set forth therein, including, but not limited to, the time period of restriction and geographical areas of restriction, are necessary fair and reasonable to protect and are reasonably required for the protection of the interests of the Company’s legitimate business interests in its Trade Secrets. If, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of notwithstanding the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties provisions hereof shall be held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision relating to the time period and/or responsibilities Employee had with the areas of restriction and/or performed for Company; related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by the court shall become the maximum restriction in such regard, and the restriction shall remain enforce able to the fullest extent deemed reasonable by such court. In the event of a breach or (b) perform or provide any services which are the same as or substantially similar to threatened breach of any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4covenants herein, the term “Competitor” Company shall mean only have the following businessesright to seek equitable relief, commonly known as: Catoincluding specific performance by means of an injunction against the Employee and against the Employee's partners, TJX (including without limitation TJMAXX agents, representatives, servants, employers, employees, and/or any and Marshalls)all persons acting directly or indirectly by or with it or them, Burlington Storesto prevent or restrain any breach or further breach. In the event Company obtains any such equitable relief, Gabe’s/Rugged Wearhousethe party against whom relief is obtained shall reimburse Company for its reasonable attorney's fees and costs related thereto. If the Company fails to obtain equitable relief, the Company shall reimburse the Employee for his reasonable attorney's fees and Xxxx Storescosts related thereto.

Covenant Not to Compete. Employee acknowledges INTELLECTUAL PROPERTY; CONFIDENTIALITY. --------------------------------------------------------------- A. Covenant Not to Compete and agrees that Company has invested a great deal Solicit. During the Term of time ----------------------------------- Employment and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two (12) year following the Separation Date, and regardless years after termination of the reason for separationEmployee's employment with Employer, Employee shall will not, within any geographic area jurisdiction in which Company does Employer or any affiliate conducts its business at any time during Employee’s employment with Company: (a) become operations, directly or indirectly, own, manage, operate, control, be employed by or work participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type or character engaged in or competitive with that conducted by Employer. The decision of Employer's Board of Directors as to what constitutes a competing business shall be final and binding upon Employee, and such decision shall be made in good faith and with specific consideration for the type of business conducted or being contemplated by Employer at the time of said termination. For these purposes, ownership by Employee or any affiliate of Employee of securities of a “Competitor” public company not in excess of 1% of any class of such securities shall not be considered to be competition with Employer. For a period of three (3) years after termination of Employee's employment with Employer, Employee further agrees to refrain from interfering with the employment relationship between Employer and its other employees by soliciting any of such individuals to participate in any way in any other business ventures and agrees to refrain from soliciting competitive business from any client or prospective client (as defined belowdisclosed in a list, compiled in good faith, to be provided to Employee by Employer at the time he ceases to be employed, which list shall be binding upon Employee) of Employer's for Employee's benefit or for any other entity. Its is specifically understood that the Employee currently has an equity interest in any position a business that provides outsourced e-mail and network services to a customer base that includes the current customer base of Tartan Technical, Inc. The business of providing outsourced e-mail and network services will not be deemed to be a competitive business at this time or capacity involving duties and/or responsibilities which are in the future even if the Employer engages in the same as or substantially similar to any business at some future date. It is the desire and intent of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide parties that if any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 44(A) shall be adjudicated to be invalid or unenforceable, this Section 4(A) shall be deemed amended to delete therefrom such provisions or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the term “Competitor” shall mean only operation of this paragraph in the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesparticular jurisdiction in which such adjudication is made.

Covenant Not to Compete. Employee Executive acknowledges and agrees that Company has invested a great deal he has, from time to time, executed Non-Disclosure Agreements with ADM which continue in full force and effect during the period of time his employment and money in developing relationships with its employees, customersthereafter by their terms, and “Merchandise Vendors” further acknowledges and agrees that during his tenure as CEO Executive had direct access to and personal knowledge of ADM’s most important proprietary business information including, but not limited to, business plans and strategies, financial information, trading and hedging strategies, and operational methods, plans and strategies. This information is proprietary to ADM and subject to reasonable efforts by ADM to secure its confidentiality. This proprietary information has significant value to ADM as it provides ADM with a strategic advantage over its Competitors (as defined below). Employee further acknowledges and agrees that in rendering services Were this information provided to CompanyADM’s Competitors, Employee has been, will be and will continue or were Executive to be exposed engaged by ADM’s Competitors, since Executive would not be unable to perform his duties for such Competitors without disclosing ADM’s confidential and learn much information about Companyproprietary business information, ADM would be irreparably harmed. Therefore, beginning on Executive’s businessRetirement Date and continuing until September 1, including valuable Confidential Information and Trade Secrets2009, Executive shall not, without the prior written consent of the Board of Directors of ADM, which consent shall not be unreasonably withheld, own any interest in, except the ownership of stock in a publicly-traded company, take any employment with, or act as a director, officer, agent, consultant, advisor, independent contractor or in any other capacity whatsoever, directly or indirectly, with or to any any entity that would compete with any of the material businesses of ADM (“Competitors”). As further consideration for Executive’s agreement to forego such opportunities, ADM will pay Executive $1,000,000 on September 1, 2009 provided that Executive is then in full compliance with the provisions of this Section 5. In the event that Executive continues to serve as Chairman or as a director of ADM after July 1, 2008, the Companyperiod of non-competition shall begin on the last day of Executive’s employeesservice as a director and shall continue for fifteen (15) calendar months thereafter, at which time ADM will pay Executive the $1,000,000 described in the preceding sentence, provided that Executive is then in full compliance with the provisions of this Section 5. During these same periods, Executive will not hire or solicit for employment any executive of ADM or its subsidiaries or affiliates without the prior written consent of the CEO or President of ADM. ADM’s exclusive remedy for Executive’s failure to fully comply with this Section 5 shall be the forfeiture of the payment described in the preceding sentence, the forfeiture of any equity awards issued under plans other than ADM’s 2002 Incentive Compensation Plan that are unvested at the time of such breach, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf forfeiture of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesunpaid Chairman Compensation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal expressly covenants with the Employer as follows: During the employment period, if the Employee shall, for any reason other than permanent retirement from the practice of time and money in developing relationships with its employeesmedicine, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Companypermanently or temporarily leave the employ of the Employer, Employee has beenhereby agrees, will be and will continue to be exposed to and learn much information about Company’s businessunconditionally, including valuable Confidential Information and Trade Secretsthat he shall not in any manner whatsoever, the Company’s employeesdirectly or indirectly, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersas partner, employee, agent, principal, independent contractor, consultant, owner, or to use to Company’s disadvantage. Employee acknowledges and agrees that in any other capacity whatsoever establish, maintain, manage or occupy any office or premises for, and/or engage in the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light practice of the foregoingmedical specialties of cardiology, Employee agrees that he/she will not, at internal medicine or any point during his/her employment with Company, work for other type of medical specialty or engage or participate medical practice engaged in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionby the Employer, for a period of one not less than five (15) year following years after termination of employment, within an area of a radius of fifty (50) miles from any office or offices of the Separation DateEmployer presently existing or existing at the time of the termination of Employee's employment. The Employer and the Employee agree that it is impossible to determine with any reasonable accuracy the amount of damages Employer would incur upon breach of this provision. Accordingly, in the event Employee breaches this provision, the Employee does hereby unconditionally covenant and agree with the Employer that the Employee shall pay, forthwith, the sum of Three Hundred Thousand Dollars ($300,000) as liquidated damages (the "Liquidated Damages") to the Employer upon written notice and demand, and regardless in any event within three (3) days of the reason for separationreceipt of said notice by the Employee. In the event Employee refuses to pay said sum or unreasonably delays the payment of same, the Employer shall have the unqualified option to sue xxx recover from Employee the aforesaid sum together with its reasonable attorney's fees and/or obtain an injunction against the Employee to enforce the medical practice prohibitions of this covenant, together with Employer's reasonable attorney's fees. It is the express intent and purpose of this provision that the Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment no way compete with Company: (a) become employed by or work for a “Competitor” (the Employer in every particular as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.set forth

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Consultant acknowledge and agree that Company has invested as a great deal former executive officer of time Windrose Medical Properties Trust (the “Trust”) and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsa current executive officer of the Corporation, the Company’s employees, Consultant has knowledge and experience in the business of the Trust and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement Corporation and that the restrictions limitations on the Consultant’s activities and the payments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s services under this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate cease (for whatever reason), engage in any business interests activities on behalf of any enterprise which competes with the Corporation in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light the business of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for passive ownership of senior housing or engage or participate in any business, enterprisehealth care facilities, or endeavor passive investing in or lending to senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, trustee, consultant, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in any way competes with any aspect of Company’s a competitive business or that otherwise conflicts with Company’s interestsshall not be deemed to be engaging in competitive business activities. In additionThe Consultant shall not, for a period of one two years from the time his services under this Agreement cease (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time consultant of the reason Corporation for separationthe purposes of hiring or retaining such employee or consultant other than Xxxxxx X. Xxxxxx, Employee shall notin his capacity as an attorney. Notwithstanding the foregoing, within any geographic area in which Company does business the Consultant may solicit, hire or retain either Xxxxxx X. Xxxxxx or Xxxxx Xxxxxx at any time during Employee’s employment with Company: (a) become after they cease to be employed by the Corporation. In consideration for compliance with this covenant, the Consultant will receive a payment of $37,500 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or work disability (but not death) and continuing for seven consecutive quarters thereafter, for a “Competitor” total of eight consecutive quarterly payments. The quarterly payments (as defined belowother than the first quarterly payment) in any position or capacity involving duties and/or responsibilities which are shall be made to the same as or substantially Consultant within sixty (60) days following the end of each quarter. Any agreement by the Corporation to make similar to any of payments under the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Original Consulting Agreement is null and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesvoid.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal (i) During the term of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s your employment with the Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless 36 months after your termination of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with the Company for any reason, or for such shorter period as the Company may agree in writing, you shall not directly or indirectly engage in any activity, whether on your own behalf or as an employee, consultant or independent contractor of any other person or entity which competes with the Company within North America for the development, production or sale of any product, material or process to be sold, produced or used by the Company during the course of your employment with the Company, including any product, material or process which may be under development by the Company during the course of your employment with the Company and of which you have, or hereafter may gain, knowledge. (ii) You agree that the covenant not to compete set forth above shall not impose undue hardship on you and is reasonable in both geographic scope and duration in view of: (a) become employed the Company's legitimate interest in protecting proprietary information, the disclosure of which to the Company's competitors would substantially and unfairly impair the Company's ability to compete in the marketplace or substantially and unfairly benefit the Company's competitors; (b) the specialized training and experience that continues to be provided to you by or work the Company in the course of your employment with the Company; (c) the fact that the services rendered by you on behalf of the Company are specialized, unique and extraordinary; (d) the fact that the Company directly competes within North America in the sale, production and development of products, materials and processes; and (e) the good and valuable consideration provided to you by the Company. (iii) During the term of your employment with the Company and for a “Competitor” period of 36 months after your termination of employment with the Company for any reason, you shall not employ, hire, solicit, induce, or attempt to employ, hire, solicit, or induce for employment, directly or indirectly any employee(s) of the Company to leave his or her employment and become an employee, consultant or representative of any other entity, including but not limited to you or your new employer, if any. (as defined belowiv) The covenant not to compete set forth herein is of a special, unique, extraordinary and intellectual character, which gives the Company a peculiar value, the loss of which cannot be reasonably or adequately compensated for in any position or capacity involving duties and/or responsibilities which are damages in an action at law. A breach by you of the same as or substantially similar covenant not to compete shall cause the Company great and irreparable injury and damage. Therefore, the Company will be entitled to injunctive relief, specific performance and other equitable relief to prevent your breach of the covenant not to compete. This subsection shall not, however, be construed to constitute a waiver of any of the duties and/or responsibilities Employee had with and/or performed rights which the Company may have for Company; damages or otherwise. (bv) perform or provide any services which are This covenant not to compete inures to the same as or substantially similar to any benefit of the services which Employee performed or provided for Company and any successors and assigns of the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for ​ Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of her employment with the Company she has invested and will continue to learn confidential information relating to the Company and its business and business strategies and has and will continue to develop business relationships on behalf of the Company at the Company’s expense. The Executive further acknowledges and agrees that if she were to divert this information and the relationships to a great deal competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. The Executive further acknowledges and agrees that this Agreement modifies certain terms of time the Existing Employment Agreement and money constitutes adequate consideration for the restrictive covenants set forth in developing relationships with this Section 2.2 and in Section 2.3. Notwithstanding the foregoing, the provisions of this Section 2.2 are intended to be a continuation of the Executive’s obligations under Section 2.2 of the Existing Employment Agreement and the Executive acknowledges that she previously received substantial consideration in exchange for her agreement to be bound by such obligations. In addition, the Executive agrees that the restrictive covenants set forth in Sections 2.2 and 2.3 are reasonable and necessary for the protection of the legitimate business interests of the Company and its employeessubsidiaries and that the Company would not enter into this Agreement if the Executive did not agree to be bound by such restrictive covenants. Accordingly, customers, the Executive agrees that during the Term and “Merchandise Vendors” the Noncompetition Period (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeesExecutive shall not engage in competition with the Company and/or any of its Affiliates (as defined below), and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to otherseither directly or indirectly, in any manner or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained capacity, as adviser, principal, agent, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant or member of any association or otherwise, in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light any phase of the foregoingbusiness of developing, Employee agrees licensing, manufacturing, distributing or marketing of products or services that he/she will not, at any point during his/her employment with Company, work for or engage or participate are in any business, enterprise, or endeavor that in any way competes with any aspect the same Field of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” Use (as defined below) in any position or capacity involving duties and/or responsibilities which are otherwise in competition with the same as actual or substantially similar to any reasonably anticipated products or services of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are Company at the same as or substantially similar to any time of the services which Employee performed or provided for her separation from the Company, for or on behalf except with the prior written consent of any Competitorthe Board. For purposes of this Agreement: (i) “Noncompetition Period” means the period of twenty-four (24) months following the termination of the Executive’s employment for any reason; and (ii) “Field of Use” means companion animal therapeutic products marketed, developed or manufactured by the Company, including any potential products with respect to which the Company is actively engaged in in-licensing discussions as of the commencement of the Noncompetition Period, or such products known to the Executive to be under development by the Company. The Executive acknowledges and agrees that because of the global scope of the Company’s business, this restriction shall cover the United States of America and Europe. For purposes of this Agreement, “Affiliate” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. Ownership by the Executive in professionally managed funds over which the Executive does not have control or discretion in investment decisions or as a passive investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 42.2. In the event the terms of this Section 2.2 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the term “Competitor” maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The Company and the Executive understand and agree that the Executive may experience changes in terms and conditions of employment, including but not limited to changes in compensation and benefits, job title, reporting responsibilities, job scope and work duties, subject to the terms of this Agreement. The Executive acknowledges and agrees that such changes are not intended to affect the enforceability of the restrictive covenants contained in this Section 2.2 and Section 2.3, which restrictive covenants shall mean only remain in force and effect unless altered by a further written agreement signed by the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Executive and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesthe Company.

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Consultant acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the CompanyConsultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s employees, activities and the Companypayments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in services under this Agreement are necessary and reasonable terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to protect Company’s legitimate senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business interests activities if he participates in its Trade Secretssuch a business enterprise as an employee, valuable Confidential Information and relationships and goodwill with its employeesofficer, customersdirector, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skillstrustee, education and training qualify Employee to work and obtain employment which does not violate this Agreement and consultant, agent, partner, proprietor or other participant; provided that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light ownership of no more than 2% of the foregoing, Employee agrees that he/she will stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his services under this Agreement cease (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time consultant of the reason Corporation for separationthe purposes of hiring or retaining such employee or consultant other than Xxxxxx X. Xxxxxx, Employee shall notin his capacity as an attorney. Notwithstanding the foregoing, within any geographic area in which Company does business the Consultant may solicit, hire or retain either Xxxxxx X. Xxxxxx or Xxxxx Xxxxxx at any time during Employee’s employment with Company: (a) become after they cease to be employed by the Corporation. In consideration for compliance with this covenant, the Consultant will receive a payment of $75,000 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or work disability (but not death) and continuing for seven consecutive quarters thereafter, for a “Competitor” total of eight consecutive quarterly payments. The quarterly payments (as defined belowother than the first quarterly payment) in shall be made to the Consultant within sixty (60) days following the end of each quarter. Notwithstanding the provisions of any position other agreement between the Consultant and the Trust, the LP or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, including but not limited to Sections 7 and 8 of the duties and/or responsibilities Employee had with and/or performed for Company; Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Consultant or provide any services which are impose confidentiality obligations on the same Consultant shall be null and void and of no further force and effect as of the Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the business, employment or substantially similar to business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of the services which Employee performed their subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). , institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee further acknowledges is one of a limited number of persons who has extensive knowledge and agrees that expertise relevant to the businesses of the Company; (iii) Employee's performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company's Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the business of the Company, Employee has been, will be and cause substantial harm to the Company; (v) Employee will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, 's largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada ("Business Territory"); and (vii) Employee's covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” 's willingness to which employ him. Accordingly, Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and herby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company does business at any time during or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee’s 's employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee a) Seller acknowledges and agrees that the restrictions contained in value to Buyer of the transactions provided for herein would be substantially diminished if any Non-Purchased Entity (or its successors or assigns) were to enter into business activities competitive with those sold to the Buyer Companies hereunder for a reasonable period following the Closing Date. Consequently, as an inducement for the Buyer Companies to enter into this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersAgreement, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light consideration of the foregoingpromises and representations of the Buyer Companies under this Agreement, Employee Seller covenants and agrees on its behalf and on behalf of the other Non-Purchased Entities that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one three (13) year years following the Separation DateClosing Date (the "Restricted Period"), and regardless none of the reason for separationNon-Purchased Entities nor their respective successors or assigns will engage in, Employee or have any interest in, directly or indirectly, any other Person, firm, corporation or other entity engaged in any business activities competitive with the Business (as conducted up to the Closing Date). This restriction shall not, within any be applicable only with respect to the geographic area areas in which Company does any Seller Group Person has heretofore or is now conducting or plans to conduct business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any operations. Seller covenants and agrees, on its behalf and on behalf of the duties and/or responsibilities Employee had other Non-Purchased Entities, not to solicit or accept business from, or provide competitive products or services to, any customers (whether or not such Persons have done business with and/or performed for Company; any Seller Group Persons once or more than once) or accounts of any Seller Group Persons (prior to the Closing Date) or any Buyer Companies (after the Closing Date). (b) perform Seller specifically acknowledges and agrees that the foregoing covenants are commercially reasonable and reasonably necessary to protect the interests Buyer will acquire in the Business hereunder. (c) The covenants contained in this Article VI shall be deemed to be a series of separate covenants, one for each product line in each county and each city of every state in which any Seller Group Person has heretofore conducted or provide now conducts the Business. Each separate covenant shall hereinafter be referred to as a "Separate Covenant." (d) If any services which are the same as court or substantially similar tribunal of competent jurisdiction shall refuse to any enforce one or more of the services which Employee performed Separate Covenants because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such Separate Covenant or provided Separate Covenants shall not be void but that for the Companypurpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. (e) If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the Separate Covenants because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the Parties hereto that such Separate Covenant or Separate Covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or on behalf otherwise) shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. (f) The foregoing, however, shall not prohibit Seller or any Competitor. For purposes of this Section 4, Non-Purchased Entity from conducting or engaging in activities in the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesprinting industry.

Covenant Not to Compete. In consideration for the term of employment, salary and benefits paid to the Employee acknowledges and by the Company as described herein, Employee agrees that during the term of her employment hereunder and for the two-year period following termination of her employment she will not solicit the customers of the Company, or directly or indirectly solicit for employment any employees of Company. For purposes hereof, "Company" shall include any entity into which the Company has invested a great deal may be merged or to which the substantially all the business and assets of time and money in developing relationships with its employees, customersthe Company are transferred, and “Merchandise Vendors” (as defined below)shall include all affiliates of the Company at the date of termination. For purposes hereof, "affiliate" shall include any business controlling, controlled by, or under common control with General Employment Enterprises, Inc and its successors. Employee further acknowledges has carefully read and agrees that in rendering services to Companyconsidered the provisions of this paragraph and, Employee has beenhaving done so, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement set forth therein, including, but not limited to, the time period of restriction and geographical areas of restriction, are necessary fair and reasonable to protect and are reasonably required for the protection of the interests of the Company’s legitimate business interests in its Trade Secrets. If, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of notwithstanding the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties provisions hereof shall be held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision relating to the time period and/or responsibilities Employee had with the areas of restriction and/or performed for Company; related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by the court shall become the maximum restriction in such regard, and the restriction shall remain enforce able to the fullest extent deemed reasonable by such court. In the event of a breach or (b) perform or provide any services which are the same as or substantially similar to threatened breach of any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4covenants herein, the term “Competitor” Company shall mean only have the following businessesright to seek equitable relief, commonly known as: Catoincluding specific performance by means of an injunction against the Employee and against the Employee's partners, TJX (including without limitation TJMAXX agents, representatives, servants, employers, employees, and/or any and Marshalls)all persons acting directly or indirectly by or with it or them, Burlington Storesto prevent or restrain any breach or further breach. In the event Company obtains any such equitable relief, Gabe’s/Rugged Wearhouse, the party against whom relief is obtained shall reimburse Company for its reasonable attorney's fees and Xxxx Storescosts related thereto.

Covenant Not to Compete. Employee acknowledges You acknowledge that in your capacity as President and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersChief Executive Officer, and through other duties assigned to you hereunder, you will be the Company’s representative with third parties and that you will have access to confidential information about the Company and that you will have access to other “Merchandise Vendorsproprietary information” (as defined below)in Section 13) acquired by the Company and its affiliates at the expense of the Company or its affiliates for use in its business. Employee further acknowledges You also acknowledge that you have substantial experience in the online greetings business and agrees that possess special, unique and extraordinary skills and knowledge in rendering this field. Your management and operational services to Companythe Company are special, Employee has been, will be unique and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, extraordinary and the Company’s success or failure of the Company is dependent upon your discharge of your duties and obligations. The period of time commencing as of the date hereof and ending on the effective date of the termination of your employment under this or any successor Agreement shall be referred to as the “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising VendorsEmployment Period.” Employee further acknowledges Accordingly, by execution of this Agreement: (a) You agree that Employee’s skills, education during the Employment Period and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one six months following your termination of employment for any reason (whether such termination shall be voluntary or involuntary) you shall not violate the provisions of Section (b), below. You agree that the six month period referred to in the preceding sentence shall be extended by the number of days included in any period of time during which you are or were engaged in activities constituting a breach of Section (b). (b) During the time period specified in Section (a), in the United States of America you shall not directly or indirectly own, operate, manage, consult with, control, participate in the management or control of, be employed by, maintain or continue any interest whatsoever in any direct competitor of the Company (as defined above), other than through a passive ownership interest not exceeding 5% of the equity of a direct competitor. (c) You expressly agree and acknowledge that this Section 12 is necessary for the Company’s protection because of the nature and scope of the Company’s business and your position with and services for the Company. Further, you acknowledge that, in the event of your breach of this Section 12, money damages will not sufficiently compensate the Company for its injury caused thereby, and you accordingly agree that in addition to such money damages you may be restrained and enjoined from any continuing breach of this Section 12 without any bond or other security being required by any court. You acknowledge that any breach of this Section 12 would result in irreparable damage to the Company. (d) You expressly agree and acknowledge as follows: (1) year following the Separation Date, This Section 12 is reasonable as to time and regardless geographical area and does not place any unreasonable burden upon you. (2) The general public will not be harmed as a result of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes enforcement of this Section 12. (3) You have requested or have had the opportunity to request that your personal legal counsel review this Section 12. (4, the ) You understand and hereby agree to each and every term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescondition of this Section 12.

Covenant Not to Compete. Employee acknowledges Contractor recognizes and agrees that his covenant not to compete is necessary to insure continuation of the business and reputation of the Company has invested a great deal of time and money that irreparable harm and damage will be done to the Company if Contractor competes with the Company in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)certain specified areas. Employee further Contractor acknowledges that he will be privy to confidential information to which Contractor might not otherwise be exposed. Contractor covenants and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, during the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate term of this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datetermination of this Agreement, and regardless of the reason for separation, Employee he shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by as an employee, independent contractor, consultant, or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to other form, provide any of the duties and/or responsibilities Employee had same or similar services that Contractor performed under this Agreement for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in anyway with and/or performed the Company or any of its subsidiaries or affiliates anywhere within the United States. Contractor further agrees that during the term of this Agreement and for Company; the one-year period following the termination of this Agreement, Contractor shall not conduct or (b) perform or provide any services which are the same as or substantially similar to accept business with any of the services which Employee performed Company’s suppliers, vendors or provided for customers who had been suppliers, vendors or customers within the twelve months preceding the date of the termination of this Agreement. Contractor understands and acknowledges that provisions of this Agreement, including this section, are designed to preserve the business and goodwill of the Company. Accordingly, for if Contractor breaches any such obligation, in addition to any other remedies available under this Agreement, at law or on behalf of any Competitor. For purposes in equity, the Company shall be entitled to enforce this Agreement by injunctive relief and by specific performance of this Agreement, such relief to be without the necessity of posting a bond, cash or otherwise. Additionally, nothing in this Section 416 (Covenant Not to Compete) shall limit the Company’s right to recover any other damages to which it is entitled as a result of Contractor’s breach. If any provision of the restrictive covenants contained in this Agreement is held by a court of competent jurisdiction to be unenforceable due to the scope of the time period, geographic area, or restricted activity being deemed excessive, the term “Competitor” restrictive covenant shall mean only be reformed to comply with the following businessestime period, commonly known as: Catogeographic area, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor restricted activity that would be held enforceable.

Covenant Not to Compete. Employee Executive acknowledges and agrees that recognizes the highly competitive nature of Company's business and the goodwill and business strategy of the Company has invested and continued patronage constitute a great deal substantial asset of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)the Company. Employee Executive further acknowledges and agrees recognizes that in rendering services to during the course of the Executive's employment Executive will receive specific knowledge of Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s 's business, including valuable access to trade secrets and Confidential Information Information, as defined in Section 6, participate in business acquisitions and Trade Secrets, the Company’s employeescorporate decisions, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which that it would be unfair impossible for Executive to disclose to others, or to use to Company’s disadvantagework for a Competitive Business without using and divulging this valuable confidential information. Employee Executive acknowledges and agrees that Company is without an adequate remedy at law in the restrictions contained in event this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee covenant is violated. Executive further acknowledges that Employee’s skills, education and training qualify Employee this covenant not to work and obtain employment which does not violate compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1six months after termination of this Agreement and shall be treated as an independent covenant for the purposes of enforcement; provided, however, that the provisions of this Section 5 shall not apply if Executive's employment is terminated without cause as provided in Section 4(d) year following above, or if the Separation Date, and regardless Company declines to renew this Agreement at the end of the reason Term or at the end of a Renewal Term. The Executive recognizes that the terms of this covenant are reasonable and necessary for separationthe protection of the Company's business because the value of Executive's services will be enhanced by his association with the Company. Accordingly, Employee shall not, within any geographic area in which Company does business at any time Executive agrees to the following: a. That during Employeethe term of this Agreement and for a period of six (6) months after termination for Cause or Voluntary Termination of the Executive’s employment under this Agreement or any renewal or extension thereof (the “Restricted Period”), Executive will not individually or in conjunction with Company: (a) become employed by others, directly or work for a “Competitor” (as defined below) indirectly engage in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the CompanyCompetitive Business, for or other than on behalf of any Competitorthe Company and as agreed by the Company and Executive, whether as an officer, director, proprietor, employer, Executive, partner independent contractor, investor (other than as a holder of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise. For purposes of this Section 4Agreement, a “Competitive Business” is a business which designs, manufactures, sells, distributes or licenses, directly or indirectly, an internet appliance that enables an end user to connect an internet connection to a television so as to enable the television to display streamed media delivered over the internet. b. That during the Restricted Period, Executive will not, indirectly or directly, compete with the Company by soliciting, inducing or influencing any of the Company's customers or Executives 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, Executive will not (i) directly or indirectly recruit or solicit any Executive or agent of the Company to discontinue such employment or agency relationship with the Company, or (ii) employ or seek to employ, or cause to permit any Competitive Business to employ or seek to employ for any Competitive Business any person who is then (or was at any time within three (3) months prior to the date Executive or the Competitive Business employs or seeks to employ such person) employed by the Company. Notwithstanding the above, the term “Competitor” shall mean only Executive retains the following businessesright to employ Xxxxxx de la Gueronniere at any time. d. That during the Restricted Period, commonly known as: CatoExecutive will not interfere with, TJX (including without limitation TJMAXX disrupt or attempt to disrupt any past, present or prospective relationship contractual or otherwise, between the Company and Marshalls)any of the Company's Executives or agents. e. The provision of this Section 5 will not be in effect for any corporation or partnership which is a direct or indirect shareholder, Burlington Storessubsidiary, Gabe’s/Rugged Wearhouserelated entity or interest holder, and Xxxx Storesof the Company, and/or has entered into any kind of joint venture relationship or partnership with the Company.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, 9.1 Employee agrees that he/she will notthat, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, the Employment and for a period of one (1) year immediately following the Separation Date, and regardless termination of such employment for any reason whatsoever (the reason for separation“Restricted Period”), Employee shall not, either directly or indirectly, with or without compensation, individually or as employee, broker, agent consultant, contractor, advisor, solicitor, greater than 5% stockholder, trust beneficiary, proprietor, partner, or person interested in, affiliated with or rendering services to any other entity, engage in, provide, offer to provide, or assist anyone in providing, services to or for a business that is substantially the same as or similar to SAFLINK’s business or that competes with SAFLINK’s business, directly or indirectly, within any geographic area the applicable market or markets serviced by SAFLINK and in which Company does business Employee performs or performed services for SAFLINK. Employee shall not at any time during Employeethe Restricted Period directly or indirectly compete with SAFLINK, its affiliates or its dealers, within such market or markets. 9.2 Employee further agrees that at all times during the Restricted Period, neither Employee nor any person or entity otherwise connected with Employee shall directly or indirectly solicit or aid others in soliciting, or otherwise assist SAFLINK’s employment customers in obtaining service provided through any competitor of SAFLINK in those markets being serviced by SAFLINK. 9.3 Employee further agrees that during that portion of the Restricted Period following termination, Employee shall not interfere with Company: (a) become employed by the established business relationship between SAFLINK and its customers, shall not call upon any customer of SAFLINK’s business for the purpose of soliciting, selling, providing or work for a “Competitor” (as defined below) in any position delivering services or capacity involving duties and/or responsibilities products of the kind which are the subject of SAFLINK’s business, and shall not render or provide any service to any SAFLINK customer, including any person who was a customer of SAFLINK during the time that Employee was employed with SAFLINK, that is the same as or substantially similar to the service provided in SAFLINK’s business. 9.4 Employee further agrees that while employed by SAFLINK and during the Restricted Period, Employee shall not directly or indirectly induce or attempt to influence any employee of the duties and/or responsibilities SAFLINK to terminate his/her employment with SAFLINK or to work for Employee had with and/or performed for Company; or (b) perform any other person or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesentity.

Covenant Not to Compete. Employee acknowledges a. For a period beginning on the Employment Commencement Date and ending twenty-four (24) months after the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, consultant, agent, founder, co-venturer or otherwise, will not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or markets products or performs services which are competitive with the products or services of the Company at the time of the Executive's termination, or products or services which the Company has under development at the time of the Executive's termination; provided, however, that the Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 2% of any class of outstanding securities of such corporations. b. The Executive understands that the restrictions set forth in this Section 8 are intended to protect the Company's interest in its "proprietary information" (as defined in the Proprietary Information Agreement attached hereto as Exhibit A) and establish customer relationships in good will, and agrees that Company has invested a great deal of time such restrictions are reasonable and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and appropriate for this purpose. c. The Executive agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair difficult to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that measure any damages caused by the restrictions contained Company which might result from any breach by the Executive of the promises set forth in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersSection 8, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with event money damages would be an inadequate remedy for any aspect such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Section 8, the Company shall be entitled, in addition all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company’s business or that otherwise conflicts with Company’s interests. In addition, for if Executive breaches the promises set forth in this Section 8, after a period termination of one employment pursuant to Section 3(a), upon notice to Executive the Company shall (1i) year following cease all payments pursuant to Section 3(a), (ii) terminate all benefits pursuant to Section 3(b), (iii) all outstanding options shall terminate, (iv) the Separation Date, and regardless of the reason for separation, Employee Company shall not, within any geographic area in which Company does business at any time during Employee’s employment be entitled to exercise its repurchase right with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar respect to any of unvested shares; and (v) the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” Severance Period shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesend.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersAs additional consideration to CNB for entering this Agreement, and “Merchandise Vendors” (as defined for granting the severance payment described in Section 7 below). Employee further acknowledges and agrees , which is a new benefit, Officer covenants that in rendering services to Companyhe shall not compete against CNB, Employee has beenits parent, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersaffiliates, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director, or officer with a competitor of CNB, or starting his own business interests in its Trade Secretswhich would compete directly or indirectly with CNB, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement or have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate a material interest in any business, enterprisecorporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or endeavor that other venture which competes directly or indirectly with CNB (except for holdings of no greater than 1% of the total outstanding shares in any way competes with any aspect a publicly-traded company) while he is employed by CNB and until the expiration of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datedate on which Officer is last employed by CNB. For the purpose of defining and enforcing this covenant, and regardless of CNB’s competitors will be identified at the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the Officer terminates employment with Company: (a) become employed by CNB. This determination shall be based on CNB’s market area and CNB’s plans for expansion or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are acquisition into other market areas at the same as or substantially similar to any of time the duties and/or responsibilities Employee had Officer terminates employment with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCNB. For purposes of the foregoing sentence, the market area shall be considered to be the twenty-five (25)-mile radius of any location, branch, or division of CNB, its parent, affiliates, or subsidiaries. The Parties further agree that Officer’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. Officer agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete. Officer agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon Officer to those that are reasonable and necessary to protect CNB’s legitimate interests. Officer acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 46 will not prevent Officer from earning a livelihood and supporting Officer and his family during the relevant time period. The existence of a claim, charge, or cause of action by Officer against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the term “Competitor” shall mean court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the following businessesmaximum period of time, commonly known as: Catorange of activities, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor geographic areas as to which it may be enforceable.

Covenant Not to Compete. (a) As a material inducement for the Company to enter into this Agreement and in consideration of the compensation to be paid hereunder, Employee acknowledges agrees not to compete, directly or indirectly, in any manner with the business conducted by the Company during the Employment Term and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined belowthrough any period Employee is receiving severance payments pursuant to Section 8(c). Employee further agrees, during the Employment Term and through any period Employee is receiving severance payments pursuant to Section 8(c), not to enter, directly or indirectly, into the employ of or render any service to, any person, firm or corporation which competes with the Company. Employee acknowledges that he is fully aware of the nature of the Company's business as a result of Employee's independent investigation, and agrees that in rendering services to Company, Employee has been, been given full opportunity to consult with the Company's executives concerning the nature and scope of such business. Employee expressly acknowledges that this condition does not impose economic hardship on him. It is expressly agreed that any reference to the Company in this Section 11(a) will be and will continue to be exposed to and learn much information about also include the Company’s business, including valuable Confidential Information and Trade Secrets's affiliated and/or subsidiary companies. (b) In the event of the resignation of Employee upon the expiration of this Agreement or the termination of Employee's employment upon the expiration of this Agreement, the Company’s employees, and in its sole discretion, shall have the Company’s “Merchandise Vendors,” option, but not the obligation, to extend for up to one year the period during which the above covenant not to compete shall be applicable by providing severance payments during such period equivalent to the payments Employee would not have access received had Employee remained employed at his then current salary for a like period. As an example, if not the Company desires to extend the covenant for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. six months beyond the termination of Employee acknowledges and agrees that upon the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light expiration of the foregoingAgreement, Employee agrees that he/she will not, be paid his annual base salary for six additional months at any point the same time(s) monthly and in the same manner Employee was last paid during his/her employment with Company, work for or engage or participate the Employment Term. Said option shall be exercised by written notice to Employee stating the period during which said covenant will remain in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. effect. (c) In addition, for a period of one (1) year following the Separation Date, and regardless event of the reason termination of Employee for separation, cause pursuant to Section 8(a) or the resignation of Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (athe Employment Term, Employee will be bound by the provisions of Section 11(a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided above for the Company, for greater of one from the effective date of such termination or on behalf of any Competitor. For purposes of this Section 4, resignation or the term “Competitor” shall mean only period remaining in the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresEmployment Term.

Covenant Not to Compete. Employee acknowledges and agrees Provided that the Company has invested a great deal of time paid Employee the salary and money Bonus (if earned) specified in developing relationships with its employees, customersSection 4 hereof in full during Employee's employment hereunder, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that has complied with such Section in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingall other material respects, Employee agrees that he/she he will not, not at any point during his/her time within the one-year period immediately following the termination of Employee's employment with Companyhereunder (the "Non-Compete Term"), work for directly or indirectly engage in, or participate have any interest in, any person, firm, corporation or business (whether as an employee, officer, director, agent, secretary, holder, creditor, consultant or otherwise) that engages in any businessactivity which is directly competitive with any activity now engaged in by the Company (or any successor or successors of the Company) so long as the Company (or any successor) shall engage in this activity. Stock interest of under ten percent (10%) in a public corporation shall not be deemed to violate this Agreement. In the event of any failure of the Company to pay Employee's salary and Bonus (if earned) and otherwise comply with Section 4 in all material respects during the term hereof, enterprise, or endeavor that Employee shall not be bound by the non-compete covenant specified in the first sentence of this Section until such default is cured. This Section shall not apply to limit in any way competes with Employee's damages in the event of any aspect breach of this Agreement by the Company’s business or that otherwise conflicts with Company’s interests. In additionAs consideration for Employee's covenants under this Section 6.4, for a period of one the Company agrees to pay Employee, during the Non-Compete Term, (1a) year following the Separation Datesalary specified in Section 4.1 hereof, and (b) if Employee was receiving the Bonus at the time of the termination of Employee's employment hereunder, the Bonus specified in Section 4.2 hereof. These amounts (the "Non-Compete Payment") shall be paid to Employee during the Non-Compete Term in the same manner and frequency as Employee's salary and bonus was paid during Employee's employment. The parties agree that the Non-Compete Payment provided for hereby is in consideration for Employee's agreement to refrain from competing with Employer as provided above, and therefore Employer's obligation to make such Non-Compete Payment during the Non-Compete Term shall be absolute and unconditional, and such amounts must be paid regardless of any claim or dispute which may arise between Employer and Employee under the reason for separationEmployment Agreement or otherwise, so long as Employee complies with the non-compete covenant set forth above. The Non-Compete Payment shall not, within any geographic area in which Company does business be paid if Employee terminates his employment hereunder at any time during the term of his employment hereunder, the parties agreeing that the Company may not terminate Employee’s 's employment with Company: (a) become employed by or work hereunder for a “Competitor” (any reason whatsoever, other than as defined below) specified in Section 6.1 hereof. Neither party shall have any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of obligation under this Section 4, 6.4 in the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesevent of termination pursuant to Section 6.1.

Covenant Not to Compete. Employee As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following: (a) Executive acknowledges that Company has invested a great deal he is intimately involved in the management of time and money in developing relationships with the Company, its employees, customersexpansion, and “Merchandise Vendors” (as defined below)its acquisition or creation of affiliated companies. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee Executive acknowledges and agrees that the restrictions contained business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 30, 2008 (the “Form 10-K”). (b) Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement are necessary should be broad, both geographically and reasonable in the scope of conduct prohibited. (c) Executive acknowledges that the Company now conducts business and provides services throughout the United States to protect federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers. Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities. Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit 1. Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business. Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business. Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s legitimate business. Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business interests of the Company to coincide with the description of the business of the Company as set forth in its Trade Secretsthe Company’s current Form 10-K. 1 Environmental and infrastructure services include the delivery of environmental restoration, valuable Confidential Information and relationships and goodwill with its employeesregulatory compliance, customersfacilities management, emergency response, and “Merchandising Vendorsdesign and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These environmental services include complete life cycle management, construction management, Operation and Maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These Infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.” Employee further acknowledges 1. Executive agrees that Employeethe Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business. Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business. Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s skillsbusiness. Executive also agrees that, education and training qualify Employee as consideration for the Employment Agreement, Executive agrees to work and obtain employment which does not violate sign addenda to this Agreement and that which update the restrictions description of the business of the Company to coincide with the description of the business of the Company as set forth in this Agreement have been crafted as narrowly as reasonably possible to protect the Company’s legitimate current Form 10-K (d) Executive agrees that at all times during Executive’s employment with the Company and for a the duration of the Post-Termination Non-Compete Term (defined in Section 3(e) below), Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersentity, and “Merchandising Vendors.” In light whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that of the foregoingCompany or any of its affiliates, Employee agrees in the Restricted Area, as defined in Exhibit 1, attached. This prohibition includes, without limitation, that he/she Executive will notnot perform the following in the Restricted Area: (i) Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any point during his/her employment with Companytime prior to Executive’s separation from employment; (ii) Establish, work for or engage own, become employed with, consult on business matters with, or participate in any businessway in a business engaged in engineering, enterpriseconstruction, procurement maintenance, Environmental, and pipe fabrication services, or endeavor any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and (iii) Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Xxxxxx Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors. This prohibition does not prohibit Executive from engaging in any way competes a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates. (e) For purposes of Section 3(d), the Post-Termination Non-Compete Term is as follows: (i) In the event of resignation for other than Good Reason (7(a)(iii)) or termination by the Company for Misconduct(7(a)(vi)), the non-compete term shall be two-years from the date of the Executive’s separation from employment with any aspect the Company. (ii) In the event of Company’s business resignation due to Corporate Change (7(a)(i)) or that otherwise conflicts with Company’s interests. In additionfor Good Reason (7(a)(ii)), or if Employee is terminated for a other than Good Reason (7(a)(vii)), or due to Disability (7(a)(v)), the non-compete term shall be equal to the period of one (1) year following severance pay provided pursuant to the Separation DateEmployment Agreement, and regardless the period of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any other applicable severance program of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for provided the payments pursuant to such program are made at a rate not less than the Executive’s base Compensation as of the Effective Date; or on behalf the pendency of any Competitor. For purposes post-termination consulting agreement between the Executive and the Company, but in no event longer than two (2) years after Executive’s separation from employment with the Company. (f) Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhousecovenant will be inadequate, and Xxxx Storesthat in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled. Executive acknowledges that the provisions contained in this Section are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal During the period of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for EmployeeExecutive’s employment with Company Employer or any other entity in the Parent Group and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following thereafter (or two (2) years thereafter if Executive’s employment terminates as a result of his voluntary resignation without Good Reason), Executive will not directly or indirectly engage in any business that is engaged in the Separation Datepassenger ship cruise industry. “Directly or indirectly engage in any business” shall include, but not be limited to, being an owner, manager, director, employee, officer, consultant, independent contractor, partner, shareholder, stockholder, investor, representative, agent or otherwise of a business which is engaged in or plans to be engaged in the passenger ship cruise industry, it being understood that nothing contained herein shall prevent Executive from owning two percent or less of any publicly traded stock of any company engaged in the passenger ship cruise industry. Executive acknowledges that any breach of this covenant not to compete will cause irreparable harm to Employer and regardless each other entity in the Parent Group. In the event of such breach or threatened breach by Executive of the reason provisions of this Section 5.4, Employer shall be entitled to an injunction restraining Executive from rendering services to any person, firm or corporation, association, partnership or other entity, which is a competitor of Employer or any other entity in the Parent Group. Employer shall further be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Section 5.4. Nothing contained herein shall be construed as prohibiting Employer from pursuing any other remedies available to it for separationsuch breach or threatened breach against Executive, Employee including the recovery of damages and in the event Executive fails to comply with the terms and conditions expressed herein. Executive acknowledges that Employer and the other entities in the Parent Group are engaged in the passenger ship cruise business throughout the world and that the marketplace for the Employer’s and such other entities’ services is worldwide. Executive further covenants and agrees that the geographic area, length of term and types of activities restrictions (non-competition restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Employer and the other entities in the Parent Group because of the scope of the Employer’s and such other entities’ business. In the event that a court of competent jurisdiction shall notdetermine that one or more of the provisions of this Section 5.4 is so broad as to be unenforceable, within any geographic area then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make this Section 5..4 enforceable. If Executive violates the provisions of this Section 5.4, the periods described therein shall be extended by that number of days which Company does business equals the aggregate of all days during which at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch violations occurred.

Covenant Not to Compete. Employee acknowledges Consultant hereby agrees, covenants and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionwarrants, for a period of one twelve (112) year following months from the Separation Date, and regardless expiration of the reason for separationterm of this Agreement or termination, Employee that he shall not, within any geographic market, area in which or territory served by the Company does business at any time during Employee’s employment or the surviving entity of such Company's present offices or those it may hereafter open, directly or indirectly, solicit, contract, contact or consult with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had customers or accounts of the Company or those known to be in pursuit by the Company at the time of Consultant's termination or become the Consultant of, or otherwise render services to, any enterprise which competes directly or indirectly with and/or performed the customers or accounts of the Company or those known to be in pursuit by the Company at the time of Consultants' termination. Consultant further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the protection of the goodwill and other business interests of the Company; . However, should either the time period or (b) perform the geographic area provided herein be deemed invalid or provide unenforceable in any services which are respect, then Consultant recognizes and agrees that a modification may be made to such time period or geographic area to protect the same as or substantially similar Company with respect to the purpose of this covenant not to compete. Consultant recognizes and agrees that any violation of any of the services which Employee performed provisions contained herein will cause such damage or provided injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, for such reason, among others, the Company shall be entitled, as a matter of course, to recover from Consultant an amount equal to five percent (5%) of the gross xxxxxxxx of the Company's former client, as billed by the Consultant, his new employer, or any other person or entity wrongfully acquiring the Company's client, and also the Company shall be entitled to an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete. Such right to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against Consultant, including the right to recover damages for any breach of this covenant or other provisions of this Agreement. Should it become necessary for the Company to enforce the terms of this Agreement through injunctive or other proceedings, Consultant hereby waives any and all claims, counterclaims or other causes of action assertable by them against the Company, for or on behalf of any Competitor. For purposes of including, but not limited to, claims that this Section 4, Agreement violates the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Texas Free Enterprise and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAntitrust Act.

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing healthcare transaction processing services and money in developing relationships with its employeesinformation technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, and “Merchandise Vendors” consumer web services; and (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of Executive’s services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this Section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this Section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to employ him. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which Employee would not have access if not is competitive with any business actively being engaged in by the Company or actively (and demonstrably) being considered by the Company for Employeeentry into on the date of the termination of Executive’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf within the Business Territory. The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any Competitor. For purposes corporation, provided that such investments do not amount to more than 1% of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesoutstanding securities of any class of such corporation.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested (a) As a great deal part of time and money in developing relationships with its employees, customersthe consideration for the purchase of the shares of Xxxxx pursuant to the Acquisition Agreement, and “Merchandise Vendors” (as defined below). Employee further acknowledges a material inducement for BancTrust to consummate that agreement, Xxxxx, during the Consulting Period and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following years thereafter, agrees that he will not within Shelby County, Alabama, or within a fifty (50) mile radius of Montevallo, Alabama, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected with any bank, savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise compete with or solicit the Separation Date, and regardless customers of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by BancTrust or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of its subsidiaries. In furtherance of this covenant not to compete, Xxxxx agrees to refer all inquiries, calls, or other customer contacts addressed to him concerning the duties and/or responsibilities Employee had with and/or performed for Company; activities of Merchants, Bancshares, Peoples or BancTrust to such officers or agents of BancTrust or Peoples as BancTrust may direct. (b) perform or provide If, at any services which are time, the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 45 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the term “Competitor” court or other body having jurisdiction over the matter; and the Xxxxx agrees that this Section 5 as so amended shall mean only be valid and binding as though any invalid or unenforceable provision had not been included herein. (c) Both parties recognize that this covenant not to compete is material and unique. Accordingly, if Xxxxx breaches the following businessesterms and conditions of this Agreement, commonly known as: CatoBancTrust shall be entitled to institute legal and equitable proceedings in any court of competent jurisdiction. The remedies of BancTrust for such breach shall, TJX (including without limitation TJMAXX and Marshalls)in addition to any other available legal remedies, Burlington Stores, Gabe’s/Rugged Wearhouseinclude the right to enforce specific performance by Xxxxx, and Xxxx Storesto enjoin Xxxxx from performing services for any competing person, firm, or corporation during the period that this covenant not to compete is applicable. (d) Notwithstanding anything herein to the contrary, Xxxxx will not be in violation of this provision if he owns of record or beneficially five percent or less of the outstanding voting stock of a publicly-traded corporation as to which Xxxxx is neither an officer, director, nor employee.

Covenant Not to Compete. Employee acknowledges and agrees A. Executive covenants that Company has invested a great deal of time and money if he is Terminated For Cause pursuant to Section IV(C) hereof or terminates his employment for other than Good Reason as set forth in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionSection IV(D)(1) hereof, for a period of one twelve (112) year following months after the Separation Dateconclusion of Executive’s employment with Company, he will not work for or engage in any activities on behalf of any company or any entity that provides television programming services for distribution to cable, satellite and/or other multi-channel distribution platforms (any such company or entity, a “Competitor”). Executive agrees that this Section VI(A) is a material part of this Agreement, breach of which will cause Company irreparable harm and damages, the loss of which cannot be adequately compensated at law. In the event that the provisions of this paragraph should ever be deemed to exceed the limitations permitted by applicable laws, Executive and Company agree that such provisions shall be reformed to the maximum limitations permitted by the applicable laws. Notwithstanding anything in the Plan to the contrary, “Competitor” as used in the Plan in respect of Executive shall be deemed to refer solely to a “Competitor” as defined above. B. If Executive is Terminated not For Cause, or terminates his employment for Good Reason, pursuant to Section IV(D)(1) hereof, before expiration of the Term of Employment, Executive will be released from this covenant not to compete. C. If Executive works for Company through and until the end of the Term of Employment, Company agrees that Executive will be released from the covenant not to compete in Section VI(A) hereof. D. During his employment and upon termination of Executive’s employment with Company, regardless of the reason for separationthe termination, Employee shall notExecutive covenants that for a period of twelve (12) months, within he will not directly solicit any geographic area employees of Company or its subsidiary and affiliated companies to leave their employment nor indirectly aid in which Company does the solicitation of such employees. E. During the period Executive is employed by Company, Executive covenants and agrees not to engage in any other business at activities whatsoever, or to directly or indirectly render services of a business, commercial or professional nature to any time during Employeeother business entity or organization, regardless of whether Executive is compensated for these services. The only two exceptions to this provision are if: (1) Executive obtains the prior written consent of Company’s employment with CompanyCEO; or (2) Executive’s engagement in business activities is limited to Executive’s overseeing and/or managing his personal investments and assets, provided that: (a) become employed by or work for a “Competitor” (as defined below) such activity is at all times in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had compliance with and/or performed for Company’s Xxxxxxx Xxxxxxx Policy and applicable law; or (b) perform such activity is not undertaken during business hours, except for minor incidental activities that cannot be performed outside of business hours; and (c) such activity does not interfere with, adversely impact, or provide prevent Executive’s timely performance of his duties under this Agreement. F. Throughout the period that Executive is an employee of Company, Executive agrees to disclose to Company any services direct investments (i.e., an investment in which are Executive has made the same decision to invest in a particular company, as opposed, to a mutual, index, or substantially similar exchange traded fund holding shares in several companies) he has in a business entity that Company is doing business with during the Term of Employment (a “Company Vendor/Customer”) or is a Competitor. In accordance with Company’s Xxxxxxx Xxxxxxx Policy, Executive shall not make a direct investment in a business entity that is Company’s Competitor or a Company Vendor/Customer during the Term of Employment, if such direct investments result in Executive or Executive’s immediate family members, and/or a trust established by Executive or Executive’s immediate family members, owning five percent or more of such a Competitor or Company Vendor/Customer. This Section VI(F) shall not prohibit Executive, however, from making passive investments (i.e., where Executive does not make the decision to any invest in a particular company, even if those mutual funds, in turn, invest in such a Competitor or Company Vendor/Customer). Regardless of the nature of Executive’s investments, Executive herein agrees that his investments may not materially interfere with Executive’s obligations and ability to provide services which Employee performed or provided for under this Agreement. G. In the Company, for or on behalf of event that Executive violates any Competitor. For purposes provision of this Section 4VI, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Company will be entitled to seek any and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, all injunctive relief and Xxxx Storesdamages to which it is entitled.

Covenant Not to Compete. Employee As a material inducement for Buyer to enter into this Agreement, the PWT Shareholder agrees that for a period of three years following the Closing (the “Non-Competition Period”), he covenants and agrees that he shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves water treatment services and solutions (the “Competitive Business”) anywhere within the United States (collectively, the “Territory”); or hire any employee or former employee of Buyer or PWT to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's or PWT’s employment at least twelve (12) months prior to the hiring. The PWT Shareholder further covenant and agree that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s customers. Notwithstanding the foregoing, nothing in this Section 3.1 shall prohibit the PWT Shareholder from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business. The PWT Shareholder acknowledges and agrees that Company has invested a great deal of time Buyer will expend substantial time, talent, effort and money in developing relationships with its employeesmarketing, customerspromoting, managing, selling and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees otherwise exploiting the businesses Buyer operates, in part by virtue of Buyer’s acquisition of PWT pursuant to this Agreement, that in rendering services to CompanyPWT Shareholder is the sole shareholder of PWT, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, that he is receiving a substantial benefit from the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement transactions contemplated hereunder and that the restrictions benefit received by Buyer and the PWT Shareholder in agreeing to be bound by this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade SecretsSection 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 3.1 contains conditions, valuable Confidential Information and relationships and goodwill with its employees, customerscovenants, and “Merchandising Vendors.” In light time limitations that are reasonably required for the protection of the foregoingbusiness of the Buyer. If any limitation, Employee agrees that he/she covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the court or arbitrator shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The PWT Shareholder acknowledges that, in the event the PWT Shareholder breaches this Agreement, money damages will notnot be adequate to compensate Buyer for the loss occasioned by such breach. The PWT Shareholder therefore consents, at in the event of such a breach, to the granting of injunctive or other equitable relief against the PWT Shareholder by any point court of competent jurisdiction. If, however, during his/her employment with Companythe Non-Competition Period, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation DateBuyer materially breaches the Employment Agreement between the Buyer and the PWT Shareholder, and regardless of the reason for separation, Employee shall not, such breach is not cured within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 410 Business Days, the term “Competitor” Non-Competition Period shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesbe terminated.