Common use of Covenants of the Executive Clause in Contracts

Covenants of the Executive. In consideration of the acknowledgments by the Executive, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii), except in the course of the Executive’s employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment Period and in a competitive capacity for one (1) year thereafter, interfere with the Employer’s or its Affiliate’s relationship with any Person, including, but not limited to, any Person who at any time during the Employment Period was a customer, contractor or supplier of the Employer or its Affiliate; or (iii) at any time during or after the Employment Period, disparage the Employer or its Affiliates or their respective shareholders, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) shall be extended by the duration of any actual or threatened violation by the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Executive’s new employer. The Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) above.

Covenants of the Executive. In consideration 7.01. During the Employment Period and for a period of the acknowledgments by the Executivetwo (2) years thereafter, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii)a. solicit, except in the course entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Executive’s employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Employer Company by any person, firm, corporation or its Affiliateother business enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or b. authorize or (B) assist in the taking of such action by any third party. For purposes of this Paragraph 7.01, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one year prior to the termination of the Executive’s employment and for one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act, or failure to act, not taken in bad faith. 7.02. During the Employment Period and in for a competitive capacity for one period of and (1) year thereafter, interfere with the Employer’s Executive will not, directly or its Affiliate’s relationship with indirectly, engage, participate, make any Personfinancial investment in, includingor become employed by or render advisory or other services to or for any person, but not limited tofirm, any Person who at any time corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period was a customeror at the time of Executive’s termination of employment, contractor or supplier as the case may be, in any business of the Employer type and character engaged in or its Affiliatecompetitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company. 7.03. The one-year covenant periods set forth in Paragraphs 7.01 and 7.01 may be terminated earlier as determined by the Company’s Board if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the Executive’s termination of employment does not occur within 30 days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership interest of all or substantially all of the assets of the Company to any person or entity other than an affiliate, including without limitation and ; oror (ii) a merger, reorganization, consolidation, or other transaction where more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons including and who own such interests at the Effective Date of this Agreement. 7.04. During the Employment Period and thereafter without limit as to time, the Executive will not (iiiother than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any time governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or after by any predecessor thereof) concerning the business of the Company or any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period, disparage the Employer or its Affiliates or their respective shareholders, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) shall be extended by the duration of any actual or threatened violation by the Executive of such covenant. 7.05. The Executive shallacknowledges that all developments, while including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the covenant under this § 7(b) is in effectExecutive may conceive, give notice make, develop or acquire during the period of his employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the EmployerCompany all of his right, within ten (10) days after accepting any other employment, of the identity of the Executive’s new employer. The Employer may notify title and interest in all such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereofDevelopments. The Executive shall promptly and fully disclose all future Developments to the Company’s Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company’s counsel, to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s business and that irreparable injury would be sustained by the Company in the event of his breach of any of the covenants contained in this Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, with or without surety, and that such an injunction will not work an undue hardship on him. 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 7.08. If any court determines that any of the provisions of this Paragraph 7 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 7, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the right and option power to be released from reduce the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of duration or restrict the date geographic scope of such notice by Employer provision and to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) aboveenforce such provision as so reduced or restricted.

Covenants of the Executive. In consideration of the acknowledgments by the Executive, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (ia) during (A) During the Employment Period Term and for a period of one (1) year thereafter thereafter, (the “Non-Compete Period”); and (Bi) the period Executive may be receiving payments under Section 5(c)(ii)shall not, except within any jurisdiction or marketing area in which the course Company or any of the Executive’s employment hereunderits affiliates is doing business, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, financecontrol, control consult with, be employed by or participate in the ownership, management, operation, financing operation or control ofof any business of the type and character engaged in or competitive with that conducted by the Company or any of its affiliates; (ii) the Executive shall not, be employed bydirectly or indirectly, associated with employ, solicit for employment or in otherwise contract for the services of any manner connected withemployee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; provided, lend however, this subparagraph (ii) shall not apply to the Executive’s name personal secretary at the time of termination; and (iii) the Executive will not solicit, in competition with the Company or its affiliates, any person who is, or was at any time within the twelve months prior to his termination of employment, a customer of the business conducted by the Company or any similar name toof its affiliates. For purposes of determining whether to permanently withhold, lend or recover, payments from the Executive pursuant to Section 7(d) hereof, the Board shall determine what constitutes a competing business; provided that (x) the scope of businesses and the jurisdictions and marketing areas within which the Executive has agreed not to compete pursuant to clause (a) (i) of this Section 7 shall, for any challenged activity of the Executive, be determined as of the date of any such activity and (y) the Executive’s credit ownership of securities of two percent (2%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or render services or advice to, or plan or prepare to do any of its affiliates. Notwithstanding the foregoing foregoing, the provisions of this Section 7(a) shall not apply following the Executive’s termination after the Employment Term. (b) For the Employment Term and thereafter, (i) the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company; and (ii) the Executive will not use (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any business whose products such order), directly or activities compete in whole or in part with indirectly, any confidential information for the Business in any Market Jurisdictionbenefit of anyone other than the Company; provided, however, that the Executive may purchase has no obligation, express or otherwise acquire up implied, to (but not more than) two percent (2%) of refrain from using or disclosing to others any class of securities of any entity (but without otherwise participating in such knowledge or information which is or hereafter shall become available to the activities of such entity) if such securities are listed on any national public other than through disclosure by the Executive. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or regional securities exchange invented by the Executive, alone or have been registered under § 12(g) with others, while an employee of the Securities Exchange Act Company which are related to the business of 1934the Company shall be and become the sole property of the Company, as amendedunless released in writing by the Company, and the Executive hereby assigns any and all rights therein or thereto to the Company. (iic) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or its affiliates, whether for prepared by the Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of the Executive’s own account employment for any reason whatsoever. (d) The Executive acknowledges that a breach of his covenants contained in this Section 7 may cause irreparable damage to the Company and its affiliates, the exact amount of which will be difficult to ascertain, that the remedies at law for any such breach will be inadequate and that the amounts payable to the Executive pursuant to the provisions of Section 6(a)(iii), (iv) and the paragraphs following 6(a)(iv) and /or 6(b)(ii), (iii) and (iv) hereunder are additional consideration for the covenants contained in this Section 7. Accordingly, the Executive agrees that if he breaches any of the covenants contained in this Section 7, in addition to any other remedy which may be available at law or in equity, the account Company shall be entitled to specific performance and injunctive relief. In addition, the breach of any of the covenants contained in this Section 7 shall entitle the Company to permanently withhold, and to recover from the Executive any amounts paid to the Executive pursuant to the provisions of Section 6(a)(iii), (iv) and the paragraphs following 6(a)(iv) and /or 6(b)(ii), (iii) and (iv) of this Agreement. The Company shall provide the Executive with at least five days prior written notice before withholding of any payment provided for in the immediately preceding sentence. (e) The Company and the Executive further acknowledge that the time, scope, geographic area and other Person: provisions of this Section 7 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action. (Af) The Executive agrees to cooperate with the Company, during the Term of Employment and thereafter (including following the Executive’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided, however that the same does not materially interfere with his then current professional activities or important personal activities and is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance, and, if during the period following the Employment Term, the Company requests the Executive’s cooperation for a period of greater than 8 hours per month, the Company agrees to reimburse the Executive at a rate of $250.00 per hour. Expenses reimbursable under this paragraph must be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. (g) The Executive agrees that, during the Term of Employment and at any time during thereafter (including following the Employment Period and Executive’s termination of employment for 2 years thereafterany reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, interfere within writing, solicitorally, employ or otherwise engage, as an employee, independent contractor or otherwise, or take any Person who is action which may, directly or was an employee indirectly, disparage the Company or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Employer or its Affiliate Employment Term, and at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment Period and in a competitive capacity for one (1) year thereafter, interfere with (including following the EmployerExecutive’s termination of employment for any reason) it will not make statements or its Affiliate’s relationship with representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any Personaction which may, including, but not limited to, any Person who at any time during the Employment Period was a customer, contractor directly or supplier of the Employer or its Affiliate; or (iii) at any time during or after the Employment Periodindirectly, disparage the Employer or its Affiliates or their respective shareholdersExecutive’s reputation. Notwithstanding the foregoing, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant nothing in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) Agreement shall be extended by the duration of any actual or threatened violation by preclude the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, or a representative of the identity of the Executive’s new employer. The Employer may notify such employer Company from making truthful statements or disclosures that the Executive is bound are required by this Agreement andapplicable law, at the Employer’s election, furnish such employer with a copy of this Agreement regulation or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) abovelegal process.

Covenants of the Executive. In consideration 7.01. During the Employment Period and for a period of the acknowledgments by the Executivetwo (2) years thereafter, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii)a. solicit, except in the course entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Executive’s employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Employer Company by any person, firm, corporation or its Affiliateother business enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or b. authorize or (B) assist in the taking of such action by any third party. For purposes of this Paragraph 7.01, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one (1) year prior to the termination of the Executive’s employment and for one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act, or failure to act, not taken in bad faith. 7.02. During the Employment Period and in for a competitive capacity for period of and one (1) year thereafter, interfere with the Employer’s Executive will not, directly or its Affiliate’s relationship with indirectly, engage, participate, make any Personfinancial investment in, includingor become employed by or render advisory or other services to or for any person, but not limited tofirm, any Person who at any time corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period was a customeror at the time of Executive’s termination of employment, contractor or supplier as the case may be, in any business of the Employer type and character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company. 7.03. The covenant periods set forth in Paragraphs 7.01 and 7.02 may be terminated earlier as determined by the Company’s Board, in its Affiliatesole discretion, if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the Executive’s termination of employment does not occur within thirty (30) days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership interest of all or substantially all of the assets of the Company to any person or entity other than an affiliate; or or (ii) a merger, reorganization, consolidation, or other transaction where more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons who own such interests at the Effective Date of this Agreement; or (iii) acquisition of forty (40%) percent of equity interests of the Company by any person not currently part of Company ownership except where the person is an Employee Benefit Fund or one who effects the purchase at the request of or with approval of the Company Board. 7.04. During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or by any predecessor thereof) concerning the business of the Company or any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period. 7.05. The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the Company all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company’s Board, and, at any time during upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence, and take all other actions that are necessary or after desirable in the Employment Periodreasonable opinion of the Company’s counsel, disparage to enable the Employer Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or its Affiliates or their respective shareholderscopyrights covering the Developments in all countries in which the same are deemed necessary. 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, board unique and extraordinary character and, in connection with such services, the Executive will have access to and be furnished with confidential information vital to the Company’s business and that irreparable injury would be sustained by the Company in the event of directors, members, managers, officers, employees or agents. If his breach of any term, provision or covenant of the covenants contained in this § 7(b) is held Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be unreasonableissued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, arbitrary with or against public policywithout surety, a court may limit the application of and that such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant an injunction will be effective, binding and enforceable against the Executivenot work an undue hardship on him. The period of time applicable to any Executive acknowledges that the covenant periods set forth in this § 7(b) section shall be extended by the duration period of any actual or threatened violation breach by the Executive. Further, any proven breach by the Executive shall result in the forfeiture of any remaining payments of benefits due to the Executive hereunder. 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 7.08. If any court determines that any of the provisions of this Paragraph 7 is invalid or unenforceable, the remainder of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice provisions shall not thereby be affected and shall be given full effect without regard to the Employer, within ten (10) days after accepting invalid provisions. If any other employment, court construes any of the identity provisions of this Paragraph 7, or any part thereof, to be unreasonable because of the Executive’s new employer. The Employer may notify duration of such employer that provision or the Executive is bound by this Agreement andgeographic scope thereof, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive court shall have the right and option power to be released from reduce the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of duration or restrict the date geographic scope of such notice by Employer provision and to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) aboveenforce such provision as so reduced or restricted.

Covenants of the Executive. In consideration 7.01. During the Employment Period and for a period of the acknowledgments by the Executivetwo (2) years thereafter, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii)a. solicit, except in the course entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Executive’s employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Employer Company by any person, firm, corporation or its Affiliateother business enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or b. authorize or (B) assist in the taking of such action by any third party. For purposes of this Paragraph 7.01, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one (1) year prior to the termination of the Executive’s employment and for one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act, or failure to act, not taken in bad faith. 7.02. During the Employment Period and in for a competitive capacity for period of and one (1) year thereafter, interfere with the Employer’s Executive will not, directly or its Affiliate’s relationship with indirectly, engage, participate, make any Personfinancial investment in, includingor become employed by or render advisory or other services to or for any person, but not limited tofirm, any Person who at any time corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period was a customeror at the time of Executive’s termination of employment, contractor or supplier as the case may be, in any business of the Employer type and character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company. 7.03. The covenant periods set forth in Paragraphs 7.01 and 7.02 may be terminated earlier as determined by the Company’s Board, in its Affiliatesole discretion, if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the Executive’s termination of employment does not occur within thirty (30) days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership interest of all or substantially all of the assets of the Company to any person or entity other than an affiliate; or or (ii) a merger, reorganization, consolidation, or other transaction where more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons including who own such interests at the Effective Date of this Agreement; or (iii) acquisition of forty (40%) percent of equity interests of the Company by any person not currently part of Company ownership except where the person is an Employee Benefit Fund or one who effects the purchase at the request of or with approval of the Company Board. 7.04. During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or by any predecessor thereof) concerning the business of the Company or any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period. 7.05. The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the Company all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company’s Board, and, at any time during upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence, and take all other actions that are necessary or after desirable in the Employment Periodreasonable opinion of the Company’s counsel, disparage to enable the Employer Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or its Affiliates or their respective shareholderscopyrights covering the Developments in all countries in which the same are deemed necessary. 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, board unique and extraordinary character and, in connection with such services, the Executive will have access to and be furnished with confidential information vital to the Company’s business and that irreparable injury would be sustained by the Company in the event of directors, members, managers, officers, employees or agents. If his breach of any term, provision or covenant of the covenants contained in this § 7(b) is held Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be unreasonableissued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, arbitrary with or against public policywithout surety, a court may limit the application of and that such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant an injunction will be effective, binding and enforceable against the Executivenot work an undue hardship on him. The period of time applicable to any Executive acknowledges that the covenant periods set forth in this § 7(b) section shall be extended by the duration period of any actual or threatened violation breach by the Executive. Further, any proven breach by the Executive shall result in the forfeiture of any remaining payments of benefits due to the Executive hereunder. 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 7.08. If any court determines that any of the provisions of this Paragraph 7 is invalid or unenforceable, the remainder of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice provisions shall not thereby be affected and shall be given full effect without regard to the Employer, within ten (10) days after accepting invalid provisions. If any other employment, court construes any of the identity provisions of this Paragraph 7, or any part thereof, to be unreasonable because of the Executive’s new employer. The Employer may notify duration of such employer that provision or the Executive is bound by this Agreement andgeographic scope thereof, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive court shall have the right and option power to be released from reduce the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of duration or restrict the date geographic scope of such notice by Employer provision and to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) aboveenforce such provision as so reduced or restricted.

Covenants of the Executive. In consideration Executive acknowledges that (i) the principal business of the acknowledgments Company (which expressly includes for purposes of this Section 5 and any related enforcement provisions hereof, its successors and assigns) is the acquiring, owning and selling of residential mortgage-related securities and/or debt securities issued or guaranteed by the U.S. government, U.S. government sponsored or chartered enterprises or U.S. government agencies (such business herein being referred to as the “Business”); (ii) the Company is one of a limited number of persons who have developed such a business; (iii) the Company’s Business is, in part, national in scope; (iv) Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of Executive contained in this Section 5 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 5. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the payments, compensation and benefits to be paid or provided by the Company hereunder, including the change in control severance arrangements set forth herein, and further in consideration of Executive’s exposure to the proprietary information of the Company, Executive by covenants and agrees that, during the Employerperiod commencing on the date hereof and ending one year following the date upon which Executive shall cease to be an employee of the Company, he shall not in the United States, directly or indirectly, except with the prior approval of the Board, (i) engage in the Business with or on behalf of a real estate investment trust (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates, (ii) render any services to any real estate investment trust (other than the Company or its affiliates) engaged in the elements of the Business, or (iii) become interested in any real estate investment trust (other than the Company or its affiliates) engaged in the elements of the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive covenants that may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) Executive will is not a controlling person of, or a member of a group which controls, such entity and (C) Executive does not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii), except in the course of the Executive’s employment hereunder, directly own 5% or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of such entity. Notwithstanding the foregoing, the restrictions of this Section 5 shall not apply to any entity (but without otherwise participating in the existing investments or other activities of such entity) if such securities are listed on any national or regional securities exchange or the Executive which have been registered under § 12(g) of disclosed in writing to the Securities Exchange Act of 1934, as amendedBoard prior to the date hereof. (b) During and after the period of Executive’s employment with the Company and its affiliates, Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates learned by Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and Executive shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which Executive shall cease to be an employee of the Company and its affiliates, (i) Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly (x) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (y) hire (on behalf of Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates, and (ii) Executive will not, whether for the Executive’s his own account or for the account of any other Person: person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with any person who during the Term of this Agreement is or was a counterparty, investor and/or vendor of the Company or any of its affiliates. (Ad) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by Executive or made available to Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time during the Employment Period upon its request, and for 2 years thereafter(ii) upon Executive’s termination of employment, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment Period and in a competitive capacity for one (1) year thereafter, interfere with the Employer’s or its Affiliate’s relationship with any Person, including, but not limited to, any Person who at any time during the Employment Period was a customer, contractor or supplier of the Employer or its Affiliate; or (iii) at any time during or after the Employment Period, disparage the Employer or its Affiliates or their respective shareholders, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) shall be extended by the duration of any actual or threatened violation by the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice immediately returned to the Employer, within ten Company (10) days after accepting any other employment, of the identity of the Executive’s new employer. The Employer except that in all events Executive may notify such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with retain a copy of this Agreement or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) abovehis contacts list).

Covenants of the Executive. In consideration of (a) During the acknowledgments Employment Term and, to the extent that the Executive's employment is terminated for Cause or Disability (including, without limitation, through the delivery by the ExecutiveCompany of a notice of nonrenewal in accordance with Section 3 hereof which specifically states such grounds), and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employervoluntarily terminates his employment other than for Good Reason, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for a period of one (1) year thereafter after such termination, (the “Non-Compete Period”); and (Bi) the period Executive may be receiving payments under Section 5(c)(ii), except in the course of the Executive’s employment hereunder, directly or indirectlyshall not, in a competitive capacityany jurisdiction world-wide, engage or invest in, own, manage, operate, finance, control be employed by or participate in the ownership, management, operation, financing operation or control ofof any business of the type and character engaged in or competitive with that conducted by the Company or any of its affiliates and (ii) the Executive shall not solicit, be employed byin competition with the Company, associated with any person who is or in was, at any manner connected with, lend time within the six (6) months prior to the Executive’s name 's termination of employment with the Company, a customer of the business conducted by the Company or any similar name toof its affiliates. During the Employment Term and for two (2) years thereafter, lend Executive’s credit the Executive shall not, directly or indirectly, on his own behalf or on behalf of others, employ, solicit for employment or otherwise contract for the services of any employee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an employee of the Company or any of its affiliates or encourage any employee or consultant of the Company or any of its affiliates to leave the employ or render services service of the Company, nor shall the Executive assist or advice to, encourage any person or plan or prepare entity to do any of the foregoing foregoing. For purposes of this Agreement, (v) the scope of businesses areas within which the Executive has agreed not to compete pursuant to clause (a)(i) of this Section 10 shall, for any challenged activity of the Executive, be determined with any business whose products or reference to the Company's activities compete in whole during the Employment Term; (w) nothing contained herein shall prevent the Executive from becoming affiliated as an officer, director or in part any other capacity with a charitable organization; (x) the Executive's ownership of securities of five percent (5%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Business Company; (y) the Executive's passive ownership of equity interests in any Market Jurisdictionentity (without other participation in the management or other affairs of such entity) not exceeding 20% of the outstanding capital stock of such entity, with respect to which (A) at the time of the initial investment, such ownership does not violate the terms of Section 10 of this Agreement (without reference to this clause (y)), (B) such entity engages after the date of such initial investment in activity (the "Competing Activity") which would cause the Executive's ownership of an equity interest in such entity to be violative of this Section 10, and (C) after the commencement of the Competing Activity, the Executive's ownership of equity interests in such entity (I) continues to be passive (without other participation in the management or other affairs of such entity) and (II) the Executive takes no affirmative action to increase his ownership interest in such entity; and (z) the Executive's passive ownership of equity interests in a private venture capital fund or other private investment fund (each a "Fund") which such ownership (A) does not exceed a 20% profits or voting interest in such Fund, and (B) does not entitle the Executive to manage or direct, or participate in the management or directions of, the management, business, affairs or investment decisions of such Fund (it being understood that the Executive shall not participate in the management, business, affairs or investment decisions of any such Fund). (b) During the Employment Term and thereafter, the Executive agrees to hold in strictest confidence and to not directly or indirectly publish, disseminate or otherwise disclose or allow to be disclosed, any "Confidential Information" (as defined below); provided, however, that the Executive may purchase shall have no obligation to maintain in confidence any information that is or otherwise acquire up becomes publicly available through no fault of the Executive. "Confidential Information" shall mean business or proprietary information (including, without limitation, business plans, financial information and other subject matter pertaining to (but any business of the Company or any of its affiliates) that is not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating commonly known in the activities industry. Confidential Information shall also include, for example and without limitation, confidential knowledge, data, financial information or data, marketing techniques and material, business plans, methods and strategies (whether or not patentable or reduced to practice), business operations and systems, software, computer code, flow charts, pricing policies, information concerning employees, customers and/or vendors, trade secrets, discoveries, inventions (whether or not patentable or reduced to practice), improvements, research, scientific engineering information, development, databases, know-how, show-how, designs, products, compositions, original works of such entity) if such securities are listed on any national authorship, prototypes, maskworks, physical materials, manufacturing processes and other information disclosed or regional securities exchange submitted orally, in writing, or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of by any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, media. The Confidential Information as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or set forth above may be in any manner induce or attempt to induce any employee of the Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment Period and in a competitive capacity for one (1) year thereafterform, interfere with the Employer’s or its Affiliate’s relationship with any Person, including, including but not limited to, any Person who at any time during the Employment Period was a customerintangible form such as unrecorded knowledge, contractor information, ideas or supplier of the Employer concepts, or its Affiliate; or (iii) at any time during may be embodied in equipment or after the Employment Periodother tangible form such as documents, disparage the Employer drawings, photographs, computer code, software or its Affiliates other printed or their respective shareholders, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) shall be extended by the duration of any actual or threatened violation by the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Executive’s new employer. The Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) aboveelectronic media.

Covenants of the Executive. In consideration of the acknowledgments by the Executive, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (ia) during (A) During the Employment Period Term and for a period of one (1) year thereafter thereafter, (the “Non-Compete Period”); and (Bi) the period Executive may be receiving payments under Section 5(c)(ii)shall not, except within any jurisdiction or marketing area in which the course Company or any of the Executive’s employment hereunderits affiliates is doing business, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, financecontrol, control consult with, be employed by or participate in the ownership, management, operation, financing operation or control ofof any business of the type and character engaged in or competitive with that conducted by the Company or any of its affiliates; (ii) the Executive shall not, be employed bydirectly or indirectly, associated with employ, solicit for employment or in otherwise contract for the services of any manner connected withemployee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; provided, lend however, this subparagraph (ii) shall not apply to the Executive’s name personal secretary at the time of termination; and (iii) the Executive will not solicit, in competition with the Company or its affiliates, any person who is, or was at any time within the twelve months prior to his termination of employment, a customer of the business conducted by the Company or any similar name toof its affiliates. For purposes of determining whether to permanently withhold, lend or recover, payments from the Executive pursuant to Section 7(d) hereof, the Board shall determine what constitutes a competing business; provided that (x) the scope of businesses and the jurisdictions and marketing areas within which the Executive has agreed not to compete pursuant to clause (a)(i) of this Section 7 shall, for any challenged activity of the Executive, be determined as of the date of any such activity and (y) the Executive’s credit ownership of securities of two percent (2%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or render services or advice to, or plan or prepare to do any of its affiliates. Notwithstanding the foregoing foregoing, the provisions of this Section 7(a) shall not apply following the Executive’s termination after the Employment Term. (b) For the Employment Term and thereafter, (i) the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company; and (ii) the Executive will not use (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any business whose products such order), directly or activities compete in whole or in part with indirectly, any confidential information for the Business in any Market Jurisdictionbenefit of anyone other than the Company; provided, however, that the Executive may purchase has no obligation, express or otherwise acquire up implied, to (but not more than) two percent (2%) of refrain from using or disclosing to others any class of securities of any entity (but without otherwise participating in such knowledge or information which is or hereafter shall become available to the activities of such entity) if such securities are listed on any national public other than through disclosure by the Executive. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or regional securities exchange invented by the Executive, alone or have been registered under § 12(g) with others, while an employee of the Securities Exchange Act Company which are related to the business of 1934the Company shall be and become the sole property of the Company, as amendedunless released in writing by the Company, and the Executive hereby assigns any and all rights therein or thereto to the Company. (iic) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or its affiliates, whether for prepared by the Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of the Executive’s own account employment for any reason whatsoever. (d) The Executive acknowledges that a breach of his covenants contained in this Section 7 may cause irreparable damage to the Company and its affiliates, the exact amount of which will be difficult to ascertain, that the remedies at law for any such breach will be inadequate and that the amounts payable to the Executive pursuant to the provisions of Section 6(a)(iii), (iv) and the paragraphs following 6(a)(iv) and /or 6(b)(ii), (iii) and (iv) hereunder are additional consideration for the covenants contained in this Section 7. Accordingly, the Executive agrees that if he breaches any of the covenants contained in this Section 7, in addition to any other remedy which may be available at law or in equity, the account Company shall be entitled to specific performance and injunctive relief. In addition, the breach of any of the covenants contained in this Section 7 shall entitle the Company to permanently withhold, and to recover from the Executive any amounts paid to the Executive pursuant to the provisions of Section 6(a)(iii), (iv) and the paragraphs following 6(a)(iv) and /or 6(b)(ii), (iii) and (iv) of this Agreement. The Company shall provide the Executive with at least five days prior written notice before withholding of any payment provided for in the immediately preceding sentence. (e) The Company and the Executive further acknowledge that the time, scope, geographic area and other Person: provisions of this Section 7 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action. (Af) The Executive agrees to cooperate with the Company, during the Term of Employment and thereafter (including following the Executive’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided, however that the same does not materially interfere with his then current professional activities or important personal activities and is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance, and, if during the period following the Employment Term, the Company requests the Executive’s cooperation for a period of greater than 8 hours per month, the Company agrees to reimburse the Executive at a rate of $250.00 per hour. Expenses reimbursable under this paragraph must be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. (g) The Executive agrees that, during the Term of Employment and at any time during thereafter (including following the Employment Period and Executive’s termination of employment for 2 years thereafterany reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, interfere within writing, solicitorally, employ or otherwise engage, as an employee, independent contractor or otherwise, or take any Person who is action which may, directly or was an employee indirectly, disparage the Company or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Employer or its Affiliate Employment Term, and at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment Period and in a competitive capacity for one (1) year thereafter, interfere with (including following the EmployerExecutive’s termination of employment for any reason) it will not make statements or its Affiliate’s relationship with representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any Personaction which may, including, but not limited to, any Person who at any time during the Employment Period was a customer, contractor directly or supplier of the Employer or its Affiliate; or (iii) at any time during or after the Employment Periodindirectly, disparage the Employer or its Affiliates or their respective shareholdersExecutive’s reputation. Notwithstanding the foregoing, board of directors, members, managers, officers, employees or agents. If any term, provision or covenant nothing in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The period of time applicable to any covenant in this § 7(b) Agreement shall be extended by the duration of any actual or threatened violation by preclude the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, or a representative of the identity of the Executive’s new employer. The Employer may notify such employer Company from making truthful statements or disclosures that the Executive is bound are required by this Agreement andapplicable law, at the Employer’s election, furnish such employer with a copy of this Agreement regulation or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) abovelegal process.

Covenants of the Executive. In consideration 7.01. During the Employment Period and for a period of the acknowledgments by the Executivetwo (2) years thereafter, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that the Executive will not, directly or indirectly: (i) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) the period Executive may be receiving payments under Section 5(c)(ii)a. solicit, except in the course entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Executive’s employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. (ii) whether for the Executive’s own account or the account of any other Person: (A) at any time during the Employment Period and for 2 years thereafter, directly or indirectly, interfere with, solicit, employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the Employer or its Affiliate Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Employer Company by any person, firm, corporation or its Affiliateother business enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or b. authorize or (B) assist in the taking of such action by any third party. For purposes of this Paragraph 7.01, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one (1) year prior to the termination of the Executive’s employment and for one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act, or failure to act, not taken in bad faith. 7.02. During the Employment Period and in for a competitive capacity for period of one (1) year thereafter, interfere with the Employer’s Executive will not, directly or its Affiliate’s relationship with indirectly, engage, participate, make any Personfinancial investment in, includingor become employed by or render advisory or other services to or for any person, but not limited tofirm, any Person who at any time corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period was a customeror at the time of Executive’s termination of employment, contractor or supplier as the case may be, in any business of the Employer type and character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company. 7.03. The covenant periods set forth in Paragraphs 7.01 and 7.02 may be terminated earlier as determined by the Company’s Board, in its Affiliatesole discretion, if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the Executive’s termination of employment does not occur within thirty (30) days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership interest of all or substantially all of the assets of the Company to any person or entity other than an affiliate; or or (ii) a merger, reorganization, consolidation, or other transaction where more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons who own such interests at the Effective Date of this Agreement; or (iii) acquisition of forty (40%) percent of equity interests of the Company by any person not currently part of Company ownership except where the person is an Employee Benefit Fund or one who effects the purchase at the request of or with approval of the Company Board. 7.04. During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or by any predecessor thereof) concerning the business of the Company or any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period. 7.05. The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the Company all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company’s Board, and, at any time during upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence, and take all other actions that are necessary or after desirable in the Employment Periodreasonable opinion of the Company’s counsel, disparage to enable the Employer Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or its Affiliates or their respective shareholderscopyrights covering the Developments in all countries in which the same are deemed necessary. 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, board unique and extraordinary character and, in connection with such services, the Executive will have access to and be furnished with confidential information vital to the Company’s business and that irreparable injury would be sustained by the Company in the event of directors, members, managers, officers, employees or agents. If his breach of any term, provision or covenant of the covenants contained in this § 7(b) is held Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be unreasonableissued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, arbitrary with or against public policywithout surety, a court may limit the application of and that such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant an injunction will be effective, binding and enforceable against the Executivenot work an undue hardship on him. The period of time applicable to any Executive acknowledges that the covenant periods set forth in this § 7(b) section shall be extended by the duration period of any actual or threatened violation breach by the Executive. Further, any proven breach by the Executive shall result in the forfeiture of any remaining payments of benefits due to the Executive hereunder. 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 7.08. If any court determines that any of the provisions of this Paragraph 7 is invalid or unenforceable, the remainder of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice provisions shall not thereby be affected and shall be given full effect without regard to the Employer, within ten (10) days after accepting invalid provisions. If any other employment, court construes any of the identity provisions of this Paragraph 7, or any part thereof, to be unreasonable because of the Executive’s new employer. The Employer may notify duration of such employer that provision or the Executive is bound by this Agreement andgeographic scope thereof, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive court shall have the right and option power to be released from reduce the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of duration or restrict the date geographic scope of such notice by Employer provision and to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) aboveenforce such provision as so reduced or restricted.

Covenants of the Executive. In consideration of the acknowledgments by the Executive, and in consideration of the payments, compensation and benefits to be paid or provided to the Executive by the Employer, the The Executive covenants that the Executive he will not, directly or indirectly: (ia) during (A) the Employment Period and for one (1) year thereafter (the “Non-Compete Period”); and (B) , without the period Executive may be receiving payments under Section 5(c)(ii), except in the course express prior written consent of the Executive’s employment hereunderBoard of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business whose products or activities compete in whole or in part with the Business in (i) in any Market Jurisdictioncounty in any state, or any county contiguous with a county, in which the Company or any of its Affiliates is conducting Business activities or has conducted Business activities in the prior twelve (12) months, and (ii) any county in which the Company of any of its Affiliates is conducting other business; provided, however, that the Executive may purchase or otherwise acquire for passive investment up to (but not more than) two three percent (23%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered enterprise under § Section 12(g) of the Securities Exchange Act of 1934, as amended.; (iib) whether for the Executive’s 's own account or for the account of any other person at any time during his employment with the Company or its Affiliates (except for the account of the Company and its Affiliates) and the Non-Compete Period, solicit Business of the same or similar type being carried on by the Company or its Affiliates, whether or not the Executive had personal contact with such person or entity during the Executive's employment with the Company; (c) whether for the Executive's own account or the account of any other Person: (A) person and at any time during his employment with the Employment Period Company or its Affiliates and for 2 years thereafterthe Non-Compete Period, directly or indirectly, interfere with, (i) solicit, employ employ, or otherwise engage, engage as an employee, independent contractor or otherwise, any Person person who is or was an employee of the Employer Company or its Affiliate at any time during the last 2 years of the Employment Period an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Employer Company or its Affiliate Affiliates to terminate his or her employment with the Employer Company or its Affiliate; or (Bii) interfere with the Company's or its Affiliate's relationship with any person or entity that, at any time during the Employment Period and in a competitive capacity for one (1) year thereafterPeriod, interfere with the Employer’s was an employee, contractor, supplier or its Affiliate’s relationship with any Person, including, but not limited to, any Person who at any time during the Employment Period was a customer, contractor or supplier customer of the Employer Company or its Affiliate; or (iiid) at any time during or after the Employment Periodtermination of his employment, disparage the Employer Company or its Affiliates or their respective any shareholders, board of directors, members, managers, officers, employees employees, or agentsagents of the Company or any of its Affiliates, so long as the Company does not disparage the Executive; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Executive's employment is terminated pursuant to Section 4.3(d) hereof. If any term, provision or covenant in this § 7(b) Section 5.2 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may limit the application of such termdetermine to be reasonable, provision or covenant or modify such termnot arbitrary and not against public policy, provision or covenant and proceed to enforce this § 7(b) as so limited or modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive. The Executive hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Company. The period of time applicable to any covenant in this § 7(b) shall Section 5.2 will be extended by the duration of any actual or threatened violation by the Executive of such covenant. The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Executive’s new employer. The Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof. The Executive shall have the right and option to be released from the covenant not to compete set forth in §7(b)(i) above upon written notice to Employer accompanied by a refund of all severance payments made as of the date of such notice by Employer to Executive, whereupon Employer’s obligation to pay Executive severance under §5(c) hereunder shall immediately terminate and be of no further force and effect and Executive shall be released from §7(b)(i) above.