Common use of Employee’s Non-Competition Obligation Clause in Contracts

Employee’s Non-Competition Obligation. 11.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries is as of the Date of Termination conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11. 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and for a period of one year thereafter, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 Until (a) Employee acknowledges that the Date services to be provided by him under this Agreement give him the opportunity to have special knowledge of Terminationthe Company and its Confidential Information and the capabilities of individuals employed by or affiliated with the Company, and for a period that interference in these relationships would cause irreparable injury to the Company. In consideration of one year thereafterthis Agreement, including, but not limited to, the amounts payable by the Company upon termination of Employee shall Without Cause, Employee covenants and agrees that: (i) During the Restricted Period, Employee will not, acting alone without the express written approval of the Parent Board, anywhere in the Market, directly or, indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in conjunction with othersany Competitive Business without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of Employee referred to above occur or are performed within or without the Market or (C) whether Employee resides, or reports to an office, within or without the Market; PROVIDED, HOWEVER, that (x) Employee may, anywhere in the Market, directly or indirectly, in any one or a series of the business territories in which the Company or any of its Subsidiaries is as of the Date of Termination conducting businesstransactions, own, invest or engageacquire an interest in up to five percent (5%) of the capital stock of a Competitive Business whose capital stock is traded publicly, so long as Employee has no active participation in the business of such entity or (y) Employee may accept employment with a successor company to the Company. (ii) During the Restricted Period, Employee will not without the express prior written approval of the Parent Board (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a proprietor, partner, stockholder, lender, director, officer, employee, sales agent, employee joint venturer, investor, lessor, supplier, customer, agent, representative or consultantany other person which has a business relationship with any of the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company, or take (B) employ or seek to employ or cause any action inconsistent with Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the fiduciary relationship date Employee or the Competitive Business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent Company from providing a letter of recommendation to an employee with respect to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11a future employment opportunity. 11.2 In addition to the other obligations agreed to by the Employee in (iii) The scope and term of this SECTION 10 would not preclude him from earning a living with an entity that is not a Competitive Business. (iv) The terms of this SECTION 10 shall survive termination of this Agreement regardless of who terminates this Agreement, or the Employee agrees that until the Date of Termination, and for a period of one year thereafter, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating theretoreasons therefor. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 Until the Date of Termination, and (a) in the event of a termination under Section 6.1 hereof for a period of one year thereafterfollowing the Date of Termination or (b) in the event of a termination under Section 6.2 hereof for a period equal to the period for which payments are made to the Employee under Section 6.2.4 hereof, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of the Date of Termination conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11., 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and (a) in the event of a termination under Section 6.1 hereof for a period of one year thereafterfollowing the Date of Termination or (b) in the event of a termination under Section 6.2 hereof for a period equal to the period for which payments are made to the Employee under Section 6.2.4 hereof, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company Company, Parent or any of its Subsidiaries Parent's other Subsidiaries, is as of the Date of Termination conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company Company, Parent or Parent's other Subsidiaries as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11. 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and for a period of one year thereafter, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, Company mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 Until (a) Employee acknowledges that the Date services to be provided by Employee under this Agreement give Employee the opportunity to have special knowledge of Terminationthe Company and its Confidential Information and the capabilities of individuals employed by or affiliated with the Company, and for a period that interference in these relationships would cause irreparable injury to the Company. In consideration of one year thereafterthis Agreement, including, but not limited to, the amounts payable by the Company upon termination of Employee shall Without Cause, Employee covenants and agrees that: (i) During the Restricted Period, Employee will not, acting alone without the express written approval of the Parent Board, anywhere in the Market, directly or, indirectly, in one or a series of transactions, own, manage, operate control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in conjunction with othersany Competitive Business without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of Employee referred to above occur or are performed within or without the Market or (C) whether Employee resides, or reports to an office, within or without the Market; provided, however, that (x) Employee may, anywhere in the Market, directly or indirectly, in any one or a series of the business territories in which the Company or any of its Subsidiaries is as of the Date of Termination conducting businesstransactions, own, invest or engageacquire an interest in up to five percent (5%) of the capital stock of a Competitive Business whose capital stock is traded publicly, so long as Employee has no active participation in the business of such entity or (y) Employee may accept employment with a successor company to the Company. (ii) During the Restricted Period, Employee will not without the express prior written approval of the Parent Board (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a proprietor, partner, stockholder, member, manager, lender, director, officer, employee, sales agent, employee joint venturer, investor, lessor, supplier, customer, agent, representative or consultant, or take any action inconsistent other person which has a business relationship with the fiduciary relationship any of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11. 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and for a period of one year thereafter, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present subsidiaries or past employees Parent or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company or its subsidiaries or Parent, or (B) employ or seek to employ, or cause any Competitive Business to employ or seek to employ, any person or agent who is then (or was at any time within six months prior to the date Employee or the Competitive Business employs or seeks to employ such person) employed or retained by the Company or its subsidiaries or Parent. Notwithstanding the foregoing, nothing herein shall prevent Company from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge scope and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion term of this Section 11; and 10 would not preclude Employee from earning a living with an entity that is not a Competitive Business. (iiiiv) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision The terms of this Section 11, the parties hereto agree that the Company 10 shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision survive termination of this Section 11, Agreement regardless of who terminates this Agreement or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforcedreasons therefore.

Employee’s Non-Competition Obligation. 11.1 Until the Date of Termination, and for a period of one year thereafterthereafter if this Agreement is not terminated by the Company Without Cause, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries is as of the Date of Termination conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11. 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and for a period of one year thereafterthereafter if this Agreement is not terminated by the Company Without Cause, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 12.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of presently or from time to time during the Date of Termination Employment Period conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock Voting Stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 1112. 11.2 12.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and he shall not at any time, directly or indirectly, (a) solicit any employee of the Company to leave his employment, (b) solicit any customer or acquisition prospect of the Company, derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 12.3 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that if this Agreement is terminated either by the Company for Cause or by the Employee for any reason other than Good Reason or during the 24 month period following a change of control, then for a period of one year thereafterfollowing the Date of Termination, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) . Notwithstanding the agreements and covenants set forth in this Section 11 are being made for good and valuable considerationforegoing, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent precluded at any time after the Company Date of Termination from pursuing, either consecutively being employed by a firm or concurrently, other entity which engages in any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration activities described in the preceding sentence; provided that Employee himself does not participate or geographic scope of assist his employer in any manner in such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforcedactivities.

Employee’s Non-Competition Obligation. 11.1 12.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of presently or from time to time during the Date of Termination Employment Period conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11.by 11.2 12.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and he shall not at any time, directly or indirectly, (a) solicit any employee of the Company to leave his employment, (b) solicit any customer or acquisition prospect of the Company, derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 12.3 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that if this Agreement is terminated either by the Company for Cause or by the Employee for any reason other than Good Reason or during the 24 month period following a change of control, then for a period of one year thereafterfollowing the Date of Termination, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) . Notwithstanding the agreements and covenants set forth in this Section 11 are being made for good and valuable considerationforegoing, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent precluded at any time after the Company Date of Termination from pursuing, either consecutively being employed by a firm or concurrently, other entity which engages in any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration activities described in the preceding sentence; provided that Employee himself does not participate or geographic scope of assist his employer in any manner in such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforcedactivities.

Employee’s Non-Competition Obligation. 11.1 12.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of presently or from time to time during the Date of Termination Employment Period conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11.with 11.2 12.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and he shall not at any time, directly or indirectly, (a) solicit any employee of the Company to leave his employment, (b) solicit any customer or acquisition prospect of the Company, derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 12.3 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that if this Agreement is terminated either by the Company for Cause or by the Employee for any reason other than Good Reason, then for a period of one year thereafterfollowing the Date of Termination, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) . Notwithstanding the agreements and covenants set forth in this Section 11 are being made for good and valuable considerationforegoing, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent precluded at any time after the Company Date of Termination from pursuing, either consecutively being employed by a firm or concurrently, other entity which engages in any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration activities described in the preceding sentence; provided that Employee himself does not participate or geographic scope of assist his employer in any manner in such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforcedactivities.

Employee’s Non-Competition Obligation. 11.1 12.1 Until the Date of Termination, and for a period of one year thereafter, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of presently or from time to time during the Date of Termination Employment Period conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock Voting Stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 1112. 11.2 12.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and he shall not at any time, directly or indirectly, (a) solicit any employee of the Company to leave his employment, (b) solicit any customer or acquisition prospect of the Company, derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 12.3 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that if this Agreement is terminated either by the Company for Cause or by the Employee for any reason other than Good Reason, then for a period of one year thereafterfollowing the Date of Termination, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) . Notwithstanding the agreements and covenants set forth in this Section 11 are being made for good and valuable considerationforegoing, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent precluded at any time after the Company Date of Termination from pursuing, either consecutively being employed by a firm or concurrently, other entity which engages in any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration activities described in the preceding sentence; provided that Employee himself does not participate or geographic scope of assist his employer in any manner in such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforcedactivities.

Employee’s Non-Competition Obligation. 11.1 Until (a) Employee acknowledges that the Date services to be provided by him under this Agreement give him the opportunity to have special knowledge of Terminationthe Company and its Confidential Information and the capabilities of individuals employed by or affiliated with the Company, and for a period that interference in these relationships would cause irreparable injury to the Company. In consideration of one year thereafterthis Agreement, including, but not limited to, the amounts payable by the Company upon termination of Employee shall Without Cause, Employee covenants and agrees that: (i) During the Restricted Period, Employee will not, acting alone without the express written approval of the Parent Board, anywhere in the Market, directly or, indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in conjunction with othersany Competitive Business without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of Employee referred to above occur or are performed within or without the Market or (C) whether Employee resides, or reports to an office, within or without the Market; PROVIDED, HOWEVER, that (x) Employee may, anywhere in the Market, directly or indirectly, in any one or a series of the business territories in which the Company or any of its Subsidiaries is as of the Date of Termination conducting businesstransactions, own, invest or engageacquire an interest in up to five percent (5%) of the capital stock of a Competitive Business whose capital stock is traded publicly, so long as Employee has no active participation in the business of such entity or (y) Employee may accept employment with a successor company to the Company. (ii) During the Restricted Period, Employee will not without the express prior written approval of the Parent Board (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a proprietor, partner, stockholder, lender, director, officer, employee, sales agent, employee joint venturer, investor, lessor, supplier, customer, agent, representative or consultantany other person which has a business relationship with any of the Company or had a business relationship with the Company within the twelve (12) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company, or take (B) employ or seek to employ or cause any action inconsistent Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date Employee or the Competitive Business employs or seeks to employ such person) employed or retained by the Company and with whom the Employee has had contact as a result of his employment with the fiduciary relationship Company. Notwithstanding the foregoing, nothing herein shall prevent Company from providing a letter of recommendation to an employee with respect to his employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 11a future employment opportunity. 11.2 In addition to the other obligations agreed to by the Employee in (iii) The scope and term of this SECTION 10 would not preclude him from earning a living with an entity that is not a Competitive Business. (iv) The terms of this SECTION 10 shall survive termination of this Agreement regardless of who terminates this Agreement, or the Employee agrees that until the Date of Termination, and for a period of one year thereafter, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating theretoreasons therefor. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.

Employee’s Non-Competition Obligation. 11.1 Until the Date of Termination, and (a) in the event of a termination under Section 6.1 hereof for a period of one year thereafterfollowing the Date of Termination or (b) in the event of a termination under Section 6.2 hereof for a period equal to the period for which payments are made to the Employee under Section 6.2.4 hereof, the Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any of the business territories in which the Company or any of its Subsidiaries Affiliates is as of the Date of Termination conducting business, invest or engage, directly or indirectly, in any business which is competitive with that of the Company as of the Date of Termination or accept employment with or render services to such a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee to his her employer; provided, however, that the beneficial ownership by the Employee of up to three percent of the voting stock of any corporation subject to the periodic reporting requirements of the Exchange Act shall not violate this Section 1111.1. 11.2 In addition to the other obligations agreed to by the Employee in this Agreement, the Employee agrees that until the Date of Termination, and (a) in the event of a termination under Section 6.1 hereof for a period of one year thereafterfollowing the Date of Termination or (b) in the event of a termination under Section 6.2 hereof for a period equal to the period for which payments are made to the Employee under Section 6.2.4 hereof, he shall not at any time, directly or indirectly, (i) induce, entice or solicit any employee of the Company to leave his employment, (ii) contact, communicate or solicit any customer or acquisition prospect of the Company derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or its present or past employees or (iii) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or other information of the Company relating thereto. 11.3 The parties hereto acknowledge and agree that (i) the agreements and covenants set forth in this Section 11 are being made for good and valuable consideration, the receipt and sufficiency of which is acknowledged; (ii) the covenants contained in this Section 11 are an important aspect of this Agreement, and the Company would not have entered into this Agreement absent the inclusion of this Section 11; and (iii) the restrictions imposed in this Section 11, including the geographic area and duration of the covenants made herein, are reasonable and necessary to protect the Company. If the Employee breaches or indicates an intention to breach any term or provision of this Section 11, the parties hereto agree that the Company shall be entitled to the right of both temporary and permanent injunctive relief and/or specific performance. The right of the Company to such relief shall not be construed to prevent the Company from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. If any court determines that any provision of this Section 11, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, the parties hereto agree that such court shall have the power to reduce the duration or geographic scope of such provision, as the case may be, and the parties hereto agree to request the court to exercise such power, and, in its amended form, such provision shall then be enforceable and shall be enforced.