Common use of Covenants of the Executive Clause in Contracts

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not during his employment with the Company or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association with, any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment (i) the principal business of the 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 brought him given and will throughout his employment continue to bring give him into close contact with many access to the confidential affairs and proprietary information of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods ; (v) the covenants and other business affairs, methods and information, including plans for future developments, not readily available or generally known agreements of Executive contained in this Section 5 are essential to the public. The Executive further acknowledges that business and goodwill of the services to be performed by him under Company; and (vi) the Company would not have entered into this Agreement are of a special, unique, unusual, extraordinary but for the covenants and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located agreements set forth in all of the states of the United Statesthis Section 5. In recognition of the foregoingAccordingly, the Executive covenants and agrees that: (ia) he will not during his 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. (b) During the period commencing on the date hereof and ending one year following the expiration date upon which Executive shall cease to be an employee of this Agreement 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 his such employee’s or independent contractor’s employment or other service with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulgeand its affiliates, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he Executive will deliver promptly to not, whether for his own account or for the Company at account of any other person, firm, corporation or other business organization, intentionally interfere with the end Company’s or any of its affiliates’ relationship with any person who during the Term of this AgreementAgreement is or was a counterparty, or at any other time investor and/or vendor of the Company may so request, all or any of its affiliates. (c) All memoranda, notes, lists, records, reports property and any other tangible product and documents (and all copies thereof) relating ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by Executive or made available to Executive concerning the business of the Company which he obtained while employed by or otherwise serving or acting on behalf ofits affiliates, (i) shall at all times be the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association with, any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer property of the Company (and, as of applicable, any affiliates) and shall be delivered to the Termination Date or Company at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Companyupon its request, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court (ii) upon Executive’s termination of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equityemployment, shall be entitled immediately returned to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or the Company (except that in all events Executive may retain a copy of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effecthis contacts list).

Covenants of the Executive. (a) The Executive acknowledges that his employment by From the Company has brought him date hereof until the Reversion Date (as defined in the Amendment to Acquisition Agreement and will throughout his employment continue to bring him into close contact with many confidential affairs Assignment and Assumption, dated of even date herewith, among the Company, including information about costsNxxxxxx Realty Trust, profitsInc. and Winthrop, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans (i) except for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoingPermitted Investments, the Executive covenants and agrees that: (i) he will not during his employment with shall not, within any jurisdiction or marketing area in which the Company or following the expiration any of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which its affiliates is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company)doing business, directly or indirectly, whether as an officerown, directormanage, stockholderoperate, partnercontrol, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association consult with, be employed by or participate in the ownership, management, operation or control of any other person, corporation, firm, partnership business of the type and character engaged in or other entity engaged in, competitive with that conducted by the composite materials or seafood business Company or any other business which is competitive with of its affiliates; provided, however, that the Company acknowledges that investments by Winthrop in non-Net Lease Assets are not a violation of this Section 7(a)(i); (ii) the Executive shall not, directly or indirectly, employ, solicit for employment or otherwise contract for the services of any business conducted employee of the Company or contemplated by any of its affiliates at the Companytime of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; and provided, however, this subparagraph (ivii) for a period of twenty-four (24) months following the Termination Date, he will not: shall not apply to (A) the Executive’s personal secretary at the time of termination, (B) provided that Executive has not been terminated for Cause, Lxxx Xxxxxxx; provided further, that so long as Executive has not been terminated by the Company for Cause, it will not be a violation of this subparagraph (ii) if (x) any of the persons listed on Schedule 7(a)(ii) attached hereto approach Axxxxx about employment with Winthrop, FWG or WRP, (y) in response to such approach Executive offers such person employment at Winthrop, FWG or WRP at any time after July 15, 2007, and (z) Executive delivers written notice of such offer to the Company, including all the terms thereof, at least thirty (30) days prior to the effective date of such offer; and (iii) the Executive will not solicit, in competition with the Company or attempt to solicitits affiliates, any person who is, or entity who or which is 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 of its affiliates. For purposes of determining whether to permanently withhold, 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 Termination Date date of any such activity and (y) the Executive’s ownership of securities of two percent (2%) or at less of any time prior thereto) as publicly traded class of securities of a customer for any person or entity engaged in public company shall not be considered to be competition with the composite materials or seafood business, Company or any other business which of its affiliates. Notwithstanding the foregoing, the provision of this Section 7(a) shall not apply following the Executive’s termination if the Executive is competitive with any business conducted or contemplated terminated by the Company; or (B) otherwise disrupt Company without Cause or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to terminates for Good Reason or a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be Pre-Change in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should existControl Termination. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not knowingly divulge any material confidential matters of the Company which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company during his employment with by the Company hereunder or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure;reason: (ii) he will deliver promptly to the Company at the end of the Term of this AgreementTerm, or at any other time the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, or any of its subsidiaries or affiliates, and which he may then possess or have under his control;; and (iiib) Executive agrees that during that period of time that constitutes the Term of this Agreement and Term, including any additional period during which the Executive may be employed by the Company extensions or renewals thereof (whether or not such employment shall the Executive is actually employed for the entire period that is herein contemplated to be pursuant the Term including any extensions or renewals thereof ) and provided that the Company continues to a written agreement)faithfully perform all of its obligations hereunder and provided that Executive has not been terminated by the Company without Cause or by Executive with Good Reason, he Executive will not, unless without the Board shall otherwise prior consent in writingof the Company, whether directly or indirectly, as principal or as agent, officer director, employee, consultant, or otherwise, alone or together in association with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary business organization, carry on, or affiliate of the Company)be engaged, directly concerned, or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage take part in, or have any material financial render services to or monetary interest inown, share in the earnings of, or have invest in the stock, bonds, or other securities of any financial or monetary association withperson, any other personfirm, corporation, firm, partnership or other entity business organization engaged in, anywhere in the composite materials United States in a business which would be deemed competitive to the business of the Company or seafood business or to any other business which the Company or any member of the "Affiliated Group" is competitive with any business conducted engaged in or contemplated by is the process of actually implementing during the time during which the Executive is employed (a "Similar Business"). "Affiliated Group" is defined as the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by of its subsidiaries. The foregoing notwithstanding, during the Company; or (B) otherwise disrupt or interfere withTerm Executive may invest in stock, bonds, or attempt to disrupt other securities of any Similar Business (but without otherwise participating in such Similar Business) if such stock, bonds, or interfere with, the Company's relations with other securities are listed on any actual national or potential customer regional securities exchange or supplier or any other relationship have been registered under Section l2(g) of the Company. (b) The Executive recognizes Securities Exchange Act of l934 provided that such investment does not exceed, in the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection case of any class of the business capital stock of any one issuer, 2% of the Companyissued and outstanding shares, and that or, in the event that any such territorial or time limitation is deemed to be unreasonable by a court case of competent jurisdictionother securities, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any 2% of the covenants contained in this paragraph 9, the time limitation aggregate principal amount thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should existissued and outstanding. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) 6.1 The Executive acknowledges that his employment (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is the structuring, organization, consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a “CDO” structure or otherwise (such business herein being referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is, in part, national in scope; (iv) the Executive’s work for the Company has brought him given and will throughout his employment continue to bring give him into close contact with many access to the confidential affairs and proprietary information of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods ; (v) the covenants and other business affairs, methods and information, including plans for future developments, not readily available or generally known agreements of the Executive contained in this Section 6 are essential to the public. The Executive further acknowledges that business and goodwill of the services to be performed by him under Company; and (vi) the Company would not have entered into this Agreement are of a special, unique, unusual, extraordinary but for the covenants and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located agreements set forth in all of the states of the United Statesthis Section 6. In recognition of the foregoingAccordingly, the Executive covenants and agrees that: (i) he will not during his and after the period of the Executive’s employment with the Company or following and its affiliates, the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company which is and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not publicly available and generally known and will not intentionally disclose such matter Confidential Company Information to anyone (other than to executives or employees outside of the Company who are required to have knowledge except with the Company’s express written consent and except for Confidential Company Information which is at the time of such matter), except that receipt or thereafter becomes publicly known through no wrongful act of the Executive may make or is received from a third party not under an obligation to keep such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required information confidential and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term without breach of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association with, any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The During the Employment Term and for a period of two (2) years thereafter the Executive shall not, directly or indirectly, 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 such affiliate; and (b) During the Employment Term and for a period of one (1) year thereafter the Executive will not at any time engage in or participate as an executive officer, employee, director, agent, consultant representative, stockholder, or partner, or have any financial interest, in any business which "competes" with the Company or successor to the business of the Company. For the purposes hereof, a "competing" business shall mean any private or public entity in the biodiesel field. Ownership by the Executive of publicly traded stock of any corporation conducting any such business shall not be deemed a violation of the preceding two sentences provided the Executive does not own more than five percent (5% of the stock of any such corporation. (c) Executive agrees that all records, in whatever medium (including written works), documents, papers, notebooks, drawings, designs, technical information, source code, object code, processes, methods or other copyrightable or otherwise protected works Executive conceives, creates, makes, invents, or discovers that relate to or result from any work he performs or performed for the Company or that arise from the use or assistance of the Company’s facilities, materials, personnel, or Confidential Information in the course of his employment (whether or not during usual working hours), whether conceived, created, discovered, made, or invented individually or jointly with others, will be and remain the absolute property of the Company, as will all the worldwide patent, copyright, trade secret, or other intellectual property rights in all such works. Executive irrevocably and unconditionally waives all rights, wherever in the world enforceable, that vest in him (whether before, on, or after the date of this Agreement) in connection with his authorship of any such copyrightable works in the course of his employment with the Company. Without limitation, Executive hereby waives the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment. Executive recognizes that any such works are “works made for hire” of which the Company is the author. (d) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form), real property or intellectual property relating or belonging to the Company or its affiliates, whether 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 this Agreement for any reason whatsoever. (e) Executive acknowledges that his employment by with the Company has brought under this Agreement, will give him access to Confidential Information (as defined below). Executive acknowledges and agrees that using, disclosing, or publishing any Confidential Information in an unauthorized or improper manner could cause the Company or its members to incur substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Executive agrees with the Company that he will throughout not at any time, except in performing his employment continue duties to bring him into close contact the Company under this Agreement (or with many confidential affairs the Board of Directors of the Company’s, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not during his employment with the Company or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Companyconsent), directly or indirectly, whether as an officeruse, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage indisclose, or have any material financial or monetary interest inpublish, or permit others not so authorized to use, disclose, or publish any Confidential Information that you may learn or become aware of, or may have learned or become aware of, because of his continuing employment, ownership, or association with the Company, or use any financial such information in a manner detrimental to the interests of the Company or monetary association withany of its shareholders. For the purposes of this Agreement, "Confidential Information" includes, without limitation, confidential or proprietary information that has not previously been disclosed to the public or to the trade with respect to the Company’s or any of its affiliates present or future business, including, without limitation, its operations, services, products, research, clients, potential investors, inventions, discoveries, drawings, designs, plans, processes, quantitative methodologies, models, technical information, facilities, methods, trade secrets, copyrights, software, source code, systems, patents, procedures, manuals, specifications, any other personintellectual property, corporationconfidential reports, firmcustomer lists, partnership or other entity engaged infinancial information (including the revenues, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicitcosts, or attempt profits associated with such party’s products or services), business plans, projections, prospects, opportunities or strategies, acquisitions or mergers, advertising or promotions, personnel matters and legal matters, but excludes any information already properly in the public domain. "Confidential Information" also includes confidential and proprietary information and trade secrets that third parties entrust to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Companyconfidence. (bf) The Executive recognizes acknowledges that the territorial and time limitations a breach of his covenants contained in this paragraph 9 are reasonable Section 7 may cause irreparable damage to the Company and properly required for its affiliates, the adequate protection exact amount of the business of the Companywhich will be difficult to ascertain, and that in the event that remedies at law for any such territorial or time limitation is deemed to breach will be unreasonable by a court of competent jurisdictioninadequate. Accordingly, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of if she breaches any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the CompanySection 7, in addition to such any other remedies as remedy which may be available to it, at law or in equity, the Company shall be entitled to specific performance and injunctive relief without bond or relief. (g) The Company and the Executive further acknowledge that the time, scope, geographic area and other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or Section 7 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are held 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 invalid unenforceable by reason of their extending for too great a period of time or unenforceable 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. (h) The Executive agrees to cooperate with the Company, during the Employment Term and thereafter (including following the Executive's termination of employment for any reason), such invalidity by making himself reasonably available to testify on behalf of the Company or unenforceability shall not any of its affiliates in any way invalidate action, suit, or affect proceeding, whether civil, criminal, administrative, or investigative, and to assist the remainder Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the 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 him then current professional 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. (i) The parties agree that, during the Employment Term and thereafter (including following the Executive's termination of employment for any reason) that they will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other party or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this paragraph 9 Agreement shall preclude either party from making truthful statements or the remainder of this Agreementdisclosures that are required by applicable law, as the case may be, which shall remain in full force and effectregulation or legal process.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods opera tional methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary extraordi nary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: : (i) he will not knowingly divulge any material confidential matters of the Company which are not other wise in the public domain and will not intentionally disclose them to anyone outside of the Company during his employment with by the Company hereunder, other than in the proper performance of the duties contemplated herein, or following the expiration of this Agreement or the termination for any reason of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; ; (ii) he will deliver promptly to the Company at upon the end termination of the Term of this Agreementhis employment, or at any other time the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, or any of its subsidiaries or affiliates, and which he may then possess or have under his control; ; and (iii) during for so long as the Term Executive continues to receive salary from the Company, whether under the terms of this Agreement and any additional period during which or otherwise (including, but not lim ited to, the duration of the Severance Period), the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writingconsent, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary any subsidiaries or affiliate affiliates of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representativerepresen tative, management consultant or otherwise, : (A)(A) engage in, in or have any material financial (B) become or monetary interest in, be interested in or have any financial or monetary association with, associated with any other person, corporation, firm, partnership or other entity whatsoever engaged in, the composite materials or seafood business or in any other business which is competitive com petitive with any business conducted or contemplated by the Company; andCompany (a "Similar Business"). (ivb) Notwithstanding the provisions of subsection (a)(iii) of this Paragraph 10, the Executive may own, as an inactive investor, securities of a corporation engaged in a competitive line of business whose equity securities are registered under Section 12(b) or 12(g) of the Ex change Act, so long as his beneficial ownership in any one such corporation shall not in the aggregate consti tute more than five percent (5%) of any class of equity securities of such corporation. (c) As a separate and independent covenant, the Executive agrees that during the Term, including any extensions or renewals therof, and for a period of twenty-four (24) six months following thereafter, the Termination Date, he Executive will not: , without the consent of the Company (Awhich consent shall not be unrea sonably withheld) in any way, directly or indirectly, for the purpose of conducting or engaging in any Similar Business, call upon, solicit, advise or otherwise do, or attempt to solicitdo, business with any person clients, customers or entity who or which is a customer accounts of the Company (as including for such purposes any subsidiaries of the Termination Date or at Company) with whom the Exeuctive had any time prior thereto) as a customer for any person or entity engaged in dealings during the composite materials or seafood business, course of the Executive's employ ment with the Company or any other business which is competitive with any business conducted of its affiliates or contemplated by the Company; or (B) otherwise disrupt or interfere with, inter fere or attempt to disrupt interfere with any officers, employ ees, representatives or interfere with, agents of the Company's relations , or induce or attempt to induce any of them to leave the employ of or violate the terms of their contracts with any actual or potential customer or supplier or any other relationship of the Company. (bd) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants covenant contained in this paragraph 9 Paragraph 10 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will will, throughout his employment continue to employment, bring him into close contact with many the confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: : (i) he will not knowingly divulge any material confidential matters of the Company which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company during his employment with by the Company hereunder or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; reason; (ii) he will deliver promptly to the Company at the end of the Term of this AgreementTerm, or at any other time as the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, or any of its subsidiaries or affiliates, and which he may then possess or have under his control; ; and (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he ) the Executive will not, unless the Board shall otherwise consent in writingconsent, alone along or together with any other person, firm, partnership, corporation corporation, or other entity whatsoever (except a subsidiary any subsidiaries or affiliate affiliates of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, in or have any material financial become or monetary interest in, be interested in or have any financial or monetary association with, associated with any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or in any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The During the Employment Term and for a period of two (2) years thereafter the Executive shall not, directly or indirectly, 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 such affiliate; and (b) During the Employment Term and for a period of one (1) year thereafter the Executive will not at any time engage in or participate as an executive officer, employee, director, agent, consultant representative, stockholder, or partner, or have any financial interest, in any business which "competes" with the Company or successor to the business of the Company. For the purposes hereof, a "competing" business shall mean any private or public entity in the biodiesel field. Ownership by the Executive of publicly traded stock of any corporation conducting any such business shall not be deemed a violation of the preceding two sentences provided the Executive does not own more than five percent (5% of the stock of any such corporation. (c) Executive agrees that all records, in whatever medium (including written works), documents, papers, notebooks, drawings, designs, technical information, source code, object code, processes, methods or other copyrightable or otherwise protected works Executive conceives, creates, makes, invents, or discovers that relate to or result from any work he performs or performed for the Company or that arise from the use or assistance of the Company’s facilities, materials, personnel, or Confidential Information in the course of his employment (whether or not during usual working hours), whether conceived, created, discovered, made, or invented individually or jointly with others, will be and remain the absolute property of the Company, as will all the worldwide patent, copyright, trade secret, or other intellectual property rights in all such works. Executive irrevocably and unconditionally waives all rights, wherever in the world enforceable, that vest in him (whether before, on, or after the date of this Agreement) in connection with his authorship of any such copyrightable works in the course of his employment with the Company. Without limitation, Executive hereby waives the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment. Executive recognizes that any such works are “works made for hire” of which the Company is the author. (d) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form), real property or intellectual property relating or belonging to the Company or its affiliates, whether 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 this Agreement for any reason whatsoever. (e) Executive acknowledges that his employment by with the Company has brought under this Agreement, will give him access to Confidential Information (as defined below). Executive acknowledges and agrees that using, disclosing, or publishing any Confidential Information in an unauthorized or improper manner could cause the Company or its members to incur substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Executive agrees with the Company that he will throughout not at any time, except in performing his employment continue duties to bring him into close contact the Company under this Agreement (or with many confidential affairs the Board of Directors of the Company’s, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not during his employment with the Company or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Companyconsent), directly or indirectly, whether as an officeruse, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage indisclose, or have any material financial or monetary interest inpublish, or permit others not so authorized to use, disclose, or publish any Confidential Information that you may learn or become aware of, or may have learned or become aware of, because of his continuing employment, ownership, or association with the Company, or use any financial such information in a manner detrimental to the interests of the Company or monetary association withany of its shareholders. For the purposes of this Agreement, "Confidential Information" includes, without limitation, confidential or proprietary information that has not previously been disclosed to the public or to the trade with respect to the Company’s or any of its affiliates present or future business, including, without limitation, its operations, services, products, research, clients, potential investors, inventions, discoveries, drawings, designs, plans, processes, quantitative methodologies, models, technical information, facilities, methods, trade secrets, copyrights, software, source code, systems, patents, procedures, manuals, specifications, any other personintellectual property, corporationconfidential reports, firmcustomer lists, partnership or other entity engaged infinancial information (including the revenues, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicitcosts, or attempt profits associated with such party’s products or services), business plans, projections, prospects, opportunities or strategies, acquisitions or mergers, advertising or promotions, personnel matters and legal matters, but excludes any information already properly in the public domain. "Confidential Information" also includes confidential and proprietary information and trade secrets that third parties entrust to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Companyconfidence. (bf) The Executive recognizes acknowledges that the territorial and time limitations a breach of his covenants contained in this paragraph 9 are reasonable Section 7 may cause irreparable damage to the Company and properly required for its affiliates, the adequate protection exact amount of the business of the Companywhich will be difficult to ascertain, and that in the event that remedies at law for any such territorial or time limitation is deemed to breach will be unreasonable by a court of competent jurisdictioninadequate. Accordingly, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of if she breaches any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the CompanySection 7, in addition to such any other remedies as remedy which may be available to it, at law or in equity, the Company shall be entitled to specific performance and injunctive relief without bond or relief. (g) The Company and the Executive further acknowledge that the time, scope, geographic area and other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or Section 7 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are held 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 invalid unenforceable by reason of their extending for too great a period of time or unenforceable 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. (h) The Executive agrees to cooperate with the Company, during the Employment Term and thereafter (including following the Executive's termination of employment for any reason), such invalidity by making himself reasonably available to testify on behalf of the Company or unenforceability shall not any of its affiliates in any way invalidate action, suit, or affect proceeding, whether civil, criminal, administrative, or investigative, and to assist the remainder Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the 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 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. (i) The parties agree that, during the Employment Term and thereafter (including following the Executive's termination of employment for any reason) that they will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other party or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this paragraph 9 Agreement shall preclude either party from making truthful statements or the remainder of this Agreementdisclosures that are required by applicable law, as the case may be, which shall remain in full force and effectregulation or legal process.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is national in scope, that its services are marketed throughout the United States, and that the Company currently competes or intends to compete with other organizations that are or could be located in all of the states nearly any part of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not knowingly divulge (other than in privileged communications with his counsel) any material confidential matters with respect to the Company which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company during his employment with by the Company hereunder or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosurereason; (ii) he will deliver promptly to the Company at the end of the Term of this AgreementTerm, or at any other time the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writingconsent, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary any subsidiaries or affiliate affiliates of the Company), directly or indirectly, whether as an officer, director, stockholdershareholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, otherwise engage in, or have any material financial become or monetary interest in, be interested in or have any financial or monetary association with, associated with any other person, corporation, firm, partnership or other entity whatsoever engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that Notwithstanding the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection provisions of the business clause (iii) of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdictionSection 8(a), the Executive agrees to a reduction of said such territorial or time limitationmay own, as the case may bean inactive investor, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation securities of any corporation engaged in a competitive line of business whose equity securities are registered under Sections 12(b) or 12(g) of the covenants contained Securities Exchange Act of 1934, so long as his beneficial ownership in this paragraph 9, any one such corporation shall not in the time limitation thereof shall be extended for a period aggregate constitute more than five percent of time equal to the period any class of time during which equity securities of such breach or breaches should existcorporation. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants covenant contained in this paragraph 9 Section 8 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at in law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: : (i) he will not during his employment with the Company or following the expiration knowingly divulge any material confidential matters of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is are not publicly available and generally known otherwise in the public domain and will not intentionally disclose such matter them to anyone (other than to executives or employees outside of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required during his employment by law, provided the Company is notified by hereunder, other than in the Executive in writing proper performance of such requirement not less than ten (10) business days prior to the date such disclosure is so required and duties contemplated herein, or following the Company has not obtained an order expiration or ruling to prevent such disclosure; termina- tion for any reason of his employ- ment with the Company; (ii) he will deliver promptly to the Company at upon the end termination of the Term of this Agreementhis employment, or at any other time the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, or any of its sub- sidiaries or affiliates, and which he may then possess or have under his control; ; and (iii) during for so long as the Term Executive continues to receive salary from the Company, whether under the terms of this Agreement and any additional period during which or otherwise (including, but not limited to, the duration of the Severance Period), the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writingcon- sent, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary any subsidiaries or affiliate affiliates of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representativerepre- sentative, management consultant or otherwise, : (A) (A) engage in, in or have any material financial (B) become or monetary interest in, be interested in or have any financial or monetary association with, associated with any other person, corporationcorpo- ration, firm, partnership partner- ship or other entity whatsoever engaged in, the composite materials or seafood business or in any other business which is competitive with any business conducted or contemplated by the Company; andCompany (a "Similar Business"). (ivb) Notwithstanding the provisions of subsection (a)(iii) of this Paragraph 10, the Executive may own, as an inactive investor, securities of a corpo- ration engaged in a competitive line of business whose equity securities are registered under Section 12(b) or 12(g) of the Exchange Act, so long as his beneficial ownership in any one such corporation shall not in the aggregate constitute more than five percent (5%) of any class of equity securities of such corporation. (c) As a separate and independent covenant, the Executive agrees that during the Term, including any extensions or renewals therof, and for a period of twenty-four (24) six months following thereafter, the Termination Date, he Executive will not: , without the consent of the Company (Awhich consent shall not be unreasonably withheld) in any way, directly or indirectly, for the purpose of conducting or engaging in any Similar Business, call upon, solicit, advise or otherwise do, or attempt to solicitdo, business with any person clients, customers or entity who or which is a customer accounts of the Company (as including for such purposes any subsidiaries of the Termination Date or at Company) with whom the Exeuctive had any time prior thereto) as a customer for any person or entity engaged in dealings during the composite materials or seafood business, course of the Executive's employment with the Company or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt of its affiliates or interfere with, or attempt to disrupt interfere with any officers, employees, representatives or interfere with, agents of the Company's relations , or induce or attempt to induce any of them to leave the employ of or violate the terms of their contracts with any actual or potential customer or supplier or any other relationship of the Company. (bd) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants covenant contained in this paragraph 9 Paragraph 10 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary extra ordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: (i) he will not during his employment with the Company or following the expiration of this Agreement or the termination of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement require- ment not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; (ii) he will deliver promptly to the Company at the end of the Term of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by or otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control; (iii) during the Term of this Agreement and any additional period during which the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association with, any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months following the Termination Date, he will not: (A) solicit, or attempt to solicit, any person or entity who or which is a customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. (b) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained in this paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.

Covenants of the Executive. (a) The Executive acknowledges that his employment by the Company has brought him and will throughout his employment continue to bring him into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods methods, and other business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. The Executive further acknowledges ac- knowledges that the services to be performed by him per formed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the Company currently competes or intends to compete with other organizations that are located in all of the states of the United States. In recognition of the foregoing, the Executive covenants and agrees that: : (i) he will not knowingly divulge any material confidential matters of the Company which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company during his employment with by the Company hereunder, other than in the proper performance of the duties contem- plated herein, or following the expiration of this Agreement ex piration or the termination for any rea son of his employment with the Company for any reason (the date of such expiration or termination being hereinafter referred to as the "Termination Date") divulge, disclose, publish or use (other than for the benefit of the Company) any matter relating to the Company which is not publicly available and generally known and will not intentionally disclose such matter to anyone (other than to executives or employees of the Company who are required to have knowledge of such matter), except that the Executive may make such disclosure as may be required by law, provided the Company is notified by the Executive in writing of such requirement not less than ten (10) business days prior to the date such disclosure is so required and the Company has not obtained an order or ruling to prevent such disclosure; ; (ii) he will deliver promptly to the Company at upon the end termination of the Term of this Agreementhis employment, or at any other time the Company may so request, at the Company's expense, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business businesses of the Company which he obtained while employed by by, or otherwise serving or acting on behalf of, the Company, or any of its subsidiaries or affiliates, and which he may then possess or have under his control; ; and (iii) during for so long as the Term Executive continues to receive salary from the Company, whether under the terms of this Agreement and any additional period during which or otherwise (including, but not lim ited to, the duration of the Sever ance Period), the Executive may be employed by the Company (whether or not such employment shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writingother- wise consent, alone or together with any other person, firm, partnership, corporation or other entity whatsoever what- soever (except a subsidiary any subsidiaries or affiliate affiliates of the Company), directly or indirectly, whether as an officeroffi- cer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management man- agement consultant or otherwise, : (A) engage in, in or have any material financial (B) become or monetary interest in, be inter ested in or have any financial or monetary association with, associ- ated with any other person, corporation, firm, partnership or other entity whatso ever engaged in, the composite materials or seafood business or in any other business which is competitive with any business conducted or contemplated con templated by the Company; andCompany (a "Similar Business"). (ivb) Notwithstanding the provisions of subsection (a)(iii) of this Paragraph 10, the Executive may own, as an inactive investor, securities of a corporation engaged in a competi tive line of business whose equity secu rities are registered under Section 12(b) or 12(g) of the Exchange Act, so long as his beneficial ownership in any one such corporation shall not in the aggregate constitute more than five percent (5%) of any class of equity securities of such corporation. (c) As a separate and independent covenant, the Executive agrees that during the Term, including any extensions or renewals therof, and for a period of twenty-four (24) six months following thereafter, the Termination Date, he Executive will not: , without the consent of the Company (Awhich consent shall not be unreasonably withheld) in any way, directly or indirectly, for the purpose of conducting or engaging in any Similar Business, call upon, solicit, advise or otherwise do, or attempt to solicitdo, business with any person clients, customers or entity who or which is a customer accounts of the Company (as including for such purposes any subsidiaries of the Termination Date or at Company) with whom the Exeuctive had any time prior thereto) as a customer for any person or entity engaged in dealings during the composite materials or seafood business, course of the Executive's employment with the Company or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt of its affiliates or interfere with, or attempt to disrupt interfere with any officers, employees, representatives or interfere with, agents of the Company's relations , or induce or attempt to induce any of them to leave the employ of or violate the terms of their con- tracts with any actual or potential customer or supplier or any other relationship of the Company. (bd) The Executive recognizes that the territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of the business of the Company, and that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to a reduction of said such territorial or time limitation, as the case may be, to such area or period as such court deems reasonable. In the event that the Executive shall be in violation of any of the covenants contained in this paragraph 9, the time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should exist. (c) The Executive further agrees that the remedy at law for any breach or threatened breach of any of the covenants contained covenant con tained in this paragraph 9 Paragraph 10 will be inadequate and that the Company, in addition to such other remedies as may be available to it, at law or in equity, shall be entitled to injunctive relief without bond or other security. This paragraph 9 constitutes independent and severable covenants and, if any or all of the provisions of this paragraph 9 is or are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way invalidate or affect the remainder of this paragraph 9 or the remainder of this Agreement, as the case may be, which shall remain in full force and effect.