Common use of Covenants Not to Compete or Interfere Clause in Contracts

Covenants Not to Compete or Interfere. 6.1 From and after the date of the Tender Closing, for a period of thirty-six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Company. 6.3 It is the desire and intent of the parties that the provision of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The provisions of this Section 6 will survive the expiration or earlier termination of the term of this Agreement.

Covenants Not to Compete or Interfere. 6.1 From and after (a) Subject to Section 11(b) below, during the date of the Tender Closing, for a period of thirty-six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date term of this Agreement, in any states within Agreement and the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirtytwenty-six four (3624) months from and after the Tender Closingtermination of the Executive’s employment hereunder, the Executive will shall not engage in any business (whether as an officer, director, owner, employee, partner, consultant, advisor or other direct or indirect participant) engaged in: (a) the development of (1) non-viral gene therapy, (2) gene targeting, (3) gene activation methods, or (4) treatments for lysosomal storage disorders; (b) the sale of products or rendering of services related to (1) non-viral gene therapy, (2) gene targeting, (3) gene activation methods, or (4) lysosomal storage disorders; or (c) any other activity which directly or indirectly, competes with any of the Company’s business activities. This Agreement shall not be construed to restrict the Executive’s right to be employed as a sole proprietor, faculty member of a partnership any university or stockholderemployee of any nonprofit agency or foundation after any termination of this Agreement where this covenant not to compete shall continue to be in effect. During the period in which this covenant not to compete is in effect, investorthe Executive also shall not interfere with, officer disrupt or director of a corporationattempt to disrupt the relationship, contractual or as an otherwise, between the Company and any customer, supplier, lessor, lessee, employee, agentconsultant, associate research partner or consultant investor of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Company. 6.3 (b) If this Agreement is terminated by the Company pursuant to Section 7(a)(iii) above, the provisions of the first sentence of Section 11(a) shall apply until twelve (12) months from and after such termination. (c) It is the desire and intent of the parties that the provision provisions of this Section 6 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular Subsection or portion of this Section 6 11 shall be adjudicated to be invalid or unenforceable, this Section 6 11 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The . (d) In the event of any breach of the provisions of this Section 6 will survive 11 by the expiration or earlier termination Executive, any and all rights of the term of this AgreementExecutive to receive severance payments under Section 7(b) above shall automatically terminate.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during her employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) she will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients that had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee's employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation that is not directly or indirectly engaged in the provision same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Executive without Good Reason under Section 6 shall be adjudicated to be invalid or unenforceable6(c)(ii), this Section 6 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and there is no early termination by the Company as provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be deemed amended entitled to delete therefrom the portion thus adjudicated to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceable, such deletion to apply only with respect threatened or attempted breach. The Executive hereby consents to the operation grant of this Section 6 in an injunction (temporary or otherwise) against the particular jurisdiction in which such adjudication is madeExecutive or the entry of any other court order against the Executive prohibiting and enjoining her from violating, or directing her to comply with any provision of Sections 11 and 12. The provisions Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against her for such breaches or threatened or attempted breaches. The Executive acknowledges that she has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date of the Tender Closing, for a period of thirty-thirty- six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Company. 6.3 It is the desire and intent of the parties that the provision of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The provisions of this Section 6 will survive the expiration or earlier termination of the term of this Agreement.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee's employment with the Company. 6.3 It is Company; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties that outstanding stock of any corporation listed on a national stock exchange or included in the provision NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Executive without Good Reason under Section 6 shall be adjudicated to be invalid or unenforceable6(c)(ii), this Section 6 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and there is no early termination by the Company as provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be deemed amended entitled to delete therefrom the portion thus adjudicated to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceable, such deletion to apply only with respect threatened or attempted breach. The Executive hereby consents to the operation grant of this Section 6 in an injunction (temporary or otherwise) against the particular jurisdiction in which such adjudication is madeExecutive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The provisions Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee’s employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties that outstanding stock of any corporation listed on a national stock exchange or included in the provision NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws Executive without Good Reason under Section 6(c)(ii), this Clause 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and public policies applied there is no early termination by the Company as provided under Section 6(f), the restriction contained in each jurisdiction this clause 12 shall end on the date originally specified in the Notice of Termination. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which enforcement is sought. Accordingly, if any particular portion of this Section 6 there may be no adequate remedy at law and that the Company shall be adjudicated entitled to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceablethreatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, this Section 6 or directing him to comply with any provision of Sections 11 and 12. The Executive also agrees that such remedies shall be deemed amended in addition to delete therefrom the portion thus adjudicated to be invalid or unenforceableany and all remedies, such deletion to apply only with respect including damages, available to the operation of this Section 6 in the particular jurisdiction in which Company against him for such adjudication is madebreaches or threatened or attempted breaches. The provisions Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee’s employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties that outstanding stock of any corporation listed on a national stock exchange or included in the provision NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Executive without Good Reason under Section 6 shall be adjudicated to be invalid or unenforceable6(c)(ii), this Section 6 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and there is no early termination by the Company as provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be deemed amended entitled to delete therefrom the portion thus adjudicated to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceable, such deletion to apply only with respect threatened or attempted breach. The Executive hereby consents to the operation grant of this Section 6 in an injunction (temporary or otherwise) against the particular jurisdiction in which such adjudication is madeExecutive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The provisions Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee's employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties that outstanding stock of any corporation listed on a national stock exchange or included in the provision NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Executive without Good Reason under Section 6 shall be adjudicated to be invalid or unenforceable6(c)(ii), this Section 6 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and there is no early termination by the Company as provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be deemed amended entitled to delete therefrom the portion thus adjudicated to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceable, such deletion to apply only with respect threatened or attempted breach. The Executive hereby consents to the operation grant of this Section 6 in an injunction (temporary or otherwise) against the particular jurisdiction in which such adjudication is madeExecutive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The provisions Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee's employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties that outstanding stock of any corporation listed on a national stock exchange or included in the provision NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws Executive without Good Reason under Section 6(c)(ii), this Clause 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and public policies applied there is no early termination by the Company as provided under Section 6(f), the restriction contained in each jurisdiction this clause 12 shall end on the date originally specified in the Notice of Termination. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which enforcement is sought. Accordingly, if any particular portion of this Section 6 there may be no adequate remedy at law and that the Company shall be adjudicated entitled to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceablethreatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, this Section 6 or directing him to comply with any provision of Sections 11 and 12. The Executive also agrees that such remedies shall be deemed amended in addition to delete therefrom the portion thus adjudicated to be invalid or unenforceableany and all remedies, such deletion to apply only with respect including damages, available to the operation of this Section 6 in the particular jurisdiction in which Company against him for such adjudication is madebreaches or threatened or attempted breaches. The provisions Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From Executive and Employer agree that after the date Effective Date, Employer’s business will depend to a considerable extent on the individual efforts of Executive. Moreover, Executive recognizes that, by virtue of his employment with Employer, he will have access to confidential and/or proprietary information relating to the Employer’s business. Accordingly, and in consideration of Employer’s agreement to employ Executive, Executive covenants and agrees that during the Restricted Period, as defined below, Executive shall not, within any state, district or territory of the Tender ClosingUnited States in which the Employer has sold wood, for a metal or upholstered residential furniture products within the two (2) year period before the termination of thirty-six Executive’s employment: (36) months, the Executive will not (ia) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity)same or similar capacity as that with Employer, operatebe employed by, joinaffiliated with, controldirect the business of, or participate inact on behalf of, a business that directly competes with Employer by developing, designing, manufacturing, distributing, promoting, importing, selling or be connected as an officer employeeproviding the same or substantially similar wood, agentmetal or upholstered residential furniture products; (b) directly or indirectly, director (on behalf of himself or any other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporationperson, partnership, proprietorshipcompany, firmcorporation or other entity, associationsolicit or attempt to solicit, accept or otherwise engage in business in competition with Employer from any (i) clients of Employer or any of its affiliates who were serviced by Executive while at Employer; (ii) clients of Employer or any of its affiliates who were clients of Employer or any of its affiliates at the time of the termination of Executive’s employment, or who were clients during the two (2) year period preceding such termination, or (iii) prospective clients of the Employer or any of its affiliates who, within two (2) years prior to Executive’s termination, had been solicited directly by Executive or where Executive supervised, had responsibility for, or participated in such solicitation activities; (c) directly or indirectly, on behalf of himself or any other person, partnership, company, corporation or other entity, solicit, induce, recruit, or attempt to solicit, induce or recruit, any of Employer’s or any of its affiliates’ employees to terminate his or her employment for the purpose of joining, associating or becoming employed with any other business or activity; or (d) directly or indirectly, on behalf of himself or any other person, partnership, company, corporation or entity, solicit, persuade, induce or attempt to solicit, persuade or induce any individual or entity engaged in who is, or was at any time during the last two (2) years of Executive’s employment with Employer, a business competitive with that supplier, vendor, consultant, or independent contractor to Employer or any of the Company its affiliates, to terminate, reduce or refrain from renewing or extending his, her or its subsidiaries as conducted on the date contractual relationship with Employer or any of its affiliates. For purposes of this Agreement, in the Restricted Period will be a period beginning on the Effective Date of this Agreement and ending two (2) years after this Agreement terminates, regardless of the reason for the termination. Executive may own not more than two percent (2%) of any states within class of securities registered pursuant to the continental United States where the Company or its subsidiaries are Securities Exchange Act of 1934, as amended, of any corporation engaged in competition with the Company, so long as Executive does not otherwise (i) participate in the management or operation of any such business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from violate any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Company. 6.3 It is the desire and intent of the parties that the other provision of this Section 6 shall be enforced Agreement. Executive acknowledges that the restrictions, prohibitions and other provisions herein, including, without limitation, the Restricted Period, are reasonable, fair and equitable in terms of duration and scope, are necessary to protect the fullest extent permissible under the laws legitimate business interests of Employer, and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated are a material inducement to be invalid or unenforceable, this Section 6 shall be deemed amended Employer to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The provisions of this Section 6 will survive the expiration or earlier termination of the term of enter into this Agreement.

Covenants Not to Compete or Interfere. 6.1 From (a) Subject to Section 11(b) below, during the term of this Agreement and the period ending twenty-four (24) months from and after the date of the Tender Closing, for a period of thirty-six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment hereunder, the Executive shall not engage in any business (whether as an officer, director, owner, employee, partner, consultant, advisor, or other direct or indirect participant) engaged in the development of EX VIVO gene therapy and/or gene targeting and/or gene activation methods and/or niche proteins and/or the sale of products or rendering of services related to EX VIVO gene therapy and/or gene targeting and/or gene activation and/or niche proteins and/or to any other activities which directly compete with the Company's business activities. This Agreement shall not be construed to restrict the Executive's right to be employed as a faculty member of any university or employee of any nonprofit agency or foundation after any termination of this Agreement where this covenant not to compete shall continue to be in effect. During the period in which this covenant not to compete is in effect the Executive also shall not interfere with, disrupt, or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, supplier, lessor, lessee, employee, consultant, research partner, or investor of the Company. 6.2 For a period ending thirty-six (36b) If this Agreement is terminated by the Company pursuant to Section 7(a)(iii) above, the provisions of the first sentence of Section 11(a) shall apply until twelve (12) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Companysuch termination. 6.3 (c) It is the desire and intent of the parties that the provision provisions of this Section 6 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular Subsection or portion of this Section 6 11 shall be adjudicated to be invalid or unenforceable, this Section 6 11 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The . (d) In the event of any breach of the provisions of this Section 6 will survive 11 by the expiration or earlier termination Executive, any and all rights of the term of this AgreementExecutive to receive severance payments under Section 7(b) above shall automatically terminate.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) monthsbenefits and entitlements provided by this Agreement, the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during her employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period (defined below) she will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit, after reasonable investigationencourage, knowingly solicit induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients that had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates to terminate his such employee’s employment with the Company. 6.3 It is ; provided that nothing contained in this Section 12 shall prohibit the desire and intent Executive from owning 2.5% or less of the parties outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation that is not directly or indirectly engaged in the provision same type of business as the Company. For purposes of this Section 6 12, the “Severance Period” shall be enforced the period of twelve (12) months following the Date of Termination; or, in the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated either (A) by the Company without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the fullest extent permissible date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an early termination by the Company under Section 6(f) after Notice of Termination is communicated by the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Executive without Good Reason under Section 6 shall be adjudicated to be invalid or unenforceable6(c)(ii), this Section 6 12 shall apply for the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and there is no early termination by the Company as provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be deemed amended entitled to delete therefrom the portion thus adjudicated to be invalid equitable relief, including specific performance and injunctive relief as remedies for any breach or unenforceable, such deletion to apply only with respect threatened or attempted breach. The Executive hereby consents to the operation grant of this Section 6 in an injunction (temporary or otherwise) against the particular jurisdiction in which such adjudication is madeExecutive or the entry of any other court order against the Executive prohibiting and enjoining her from violating, or directing her to comply with any provision of Sections 11 and 12. The provisions Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against her for such breaches or threatened or attempted breaches. The Executive acknowledges that she has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of this Section 6 will survive the expiration or earlier termination any of the term of this Agreementrestrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after the date In consideration of the Tender Closing, for a period of thirty-six (36) months, benefits and entitlements provided by this Agreement the Executive will not (i) directly or indirectlyagrees that, own an interest in (except during his employment hereunder and for ownership of less than 5% the duration of the outstanding equity interest of any entity)Severance Period he will not, operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as on behalf of the date hereof)Company, independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit or accept business (i) from any clients of the Company or its affiliates, after reasonable investigation(ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, knowingly solicit or (iii) from any former clients which had been doing business with the Company within one year prior to the Executive's termination; (b) Solicit any employee of the Company or its affiliates to terminate his such employee's employment with the Company.; or 6.3 (c) Nothing contained in this Section shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. It is the desire and intent of the parties that the provision provisions of this Section 6 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 11 shall be adjudicated to be invalid or unenforceable, this Section 6 11 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 11 in the particular jurisdiction in which such adjudication is made. The provisions of Executive acknowledges that he has received good and valuable consideration for the non-competition obligation contained in this Section 6 will survive 11. Violation by the expiration or earlier termination Executive of any of the term of this AgreementCovenants will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. 6.1 From and after In the date of the Tender Closing, for a period of thirty-six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director event of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of termination by the Company for Cause, without Cause or its subsidiaries as conducted on a termination by the date of this Agreementemployee without Good Reason, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company. 6.2 For a period ending thirty-six (36) months from and after the Tender ClosingDate of Termination with respect to such event, the Executive Employee will not not, other than on behalf of the Company, directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit or accept business (i) from any clients of the Company or its affiliates, after reasonable investigation(ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Employee's termination, knowingly solicit or (iii) from any former clients which had been doing business with the Company within one year prior to the Employee's termination; (b) Solicit any employee of the Company or its affiliates to terminate his such employee's employment with the Company.; or 6.3 (c) Nothing contained in this Section shall prohibit the Employee from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. It is the desire and intent of the parties that the provision provisions of this Section 6 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 11 shall be adjudicated to be invalid or unenforceable, this Section 6 11 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 11 in the particular jurisdiction in which such adjudication is made. The provisions of Employee acknowledges that he has received good and valuable consideration for the non-competition obligation contained in this Section 6 will survive the expiration or earlier termination of the term of this Agreement11.