Common use of Interests to be Protected Clause in Contracts

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION Section 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee Executive’s employment, Executive will perform essential services for Employer during Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive will gain valuable insight as to the term of Employee's employment with Employerclients’ operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of Rural/Metro’s Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer Rural/Metro have been trained by by, and are valuable to Employer Rural/Metro, and that Employer will incur substantial expense in recruiting and training personnel if it Rural/Metro must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverRural/Metro’s business. The parties acknowledge that these covenants set forth throughout this covenant has Section 11 have an extended duration; however, they agree that this covenant is reasonable, these covenants are reasonable and it is necessary for the protection of Employer, its stockholders, and employeesthe legitimate business interests of Rural/Metro. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedExecutive should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee Executive’s employment, Executive will perform essential services for Employer during the term Company and its affiliates, employees, and shareholders, and for municipalities and other persons or entities with which the Company or one or more of Employee's employment with Employerits affiliates contracts or to or through which the Company or one or more of its affiliates provides services (collectively, “clients”) of the Company. Employee For purposes of this Section 10, reference to the Company shall include reference to the Company and its affiliates. In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of the Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer the Company have been trained by by, and are valuable to Employer the Company, and that Employer will incur substantial expense in recruiting and training personnel if it the Company must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverthe Company’s business. The parties acknowledge that these covenants set forth throughout this covenant has Section 10 have an extended duration; however, they agree that this covenant is reasonable, these covenants are reasonable and it is necessary for the protection of Employer, its stockholders, and employeesthe legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his Executive’s employment with Employer is terminatedthe Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee Executive’s employment, Executive will perform essential services for Employer during the term Company and its Affiliates, employees and shareholders, and for municipalities and other persons or entities with which the Company or one or more of Employee's employment its Affiliates contracts or to or through which the Company or one or more of its Affiliates provides services (collectively, “clients”) of the Company. For purposes of this Section 11, reference to the Company shall include reference to the Company and its Affiliates. Therefore, Executive will be given an opportunity to meet, work with Employerand develop close working relationships with the Company’s clients on a first-hand basis, and Executive will gain valuable insight as to the clients’ operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of the Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer the Company have been trained by by, and are valuable to Employer the Company, and that Employer will incur substantial expense in recruiting and training personnel if it the Company must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverthe Company’s business. The parties acknowledge that these covenants set forth throughout this covenant has Section 11 have an extended duration; however, they agree that this covenant is reasonable, these covenants are reasonable and it is necessary for the protection of Employer, its stockholders, and employeesthe legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his Executive’s employment with Employer is terminatedthe Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee his employment, Executive will perform essential services for Employer during Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis and will gain valuable insight as to the term of Employee's employment with Employerclients’ operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of Rural/Metro’s Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer Rural/Metro have been trained by by, and are valuable to Employer Rural/Metro, and that Employer will incur substantial expense in recruiting and training personnel if it Rural/Metro must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverRural/Metro’s business. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employer, its stockholders, and employeesRural/Metro. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee his employment, Executive will perform essential services for Employer during Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis and will gain valuable insight as to the term of Employee's employment with Employerclients’ operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of Rural/Metro’s Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer Rural/Metro have been trained by by, and are valuable to Employer Rural/Metro, and that Employer will incur substantial expense in recruiting and training personnel if it Rural/Metro must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverRural/Metro’s business. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of EmployerRural/Metro, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION Section 5, the term "“Employer" ” shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's ’s business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that employment, Employee will perform essential services for Employer during the term Company and for clients of Employeethe Company. Therefore, Employee will be given an opportunity to meet, work with and develop close working relationships with the Company's employment with Employerclients on a first-hand basis and will gain valuable insight as to the clients' operations, personnel and need for services. In addition, Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below)the Company's confidential and proprietary information, including but not limited to: information concerning the Company's methods of operation, financial information, strategic planning, operational budget and strategies, payroll data, computer systems, marketing plans and strategies, merger and acquisition strategies, and customer lists. The parties also expressly recognize and acknowledge that Employee holds a highly specialized, professional position that is the personnel key position in one of Employer have been trained by the Company's most significant divisions and are valuable replacing Employee in this position would require the Company to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacanciesexpense. The parties also expressly recognize that should Employee compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employerthe Company's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that the covenant not to compete contained in this covenant section has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employerthe Company, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to the Employee if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its employees, and its stockholders during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by by, and are valuable to to, Employer and that Employer will incur substantial expense in recruiting and training personnel expenses if it Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's ’s business should Employee compete with Employer in any manner whatsoever. Accordingly, in consideration of Employer’s promise herein to provide certain benefits to Employee following termination of employment under certain circumstances, Employee agrees to the following covenants. The parties acknowledge that this covenant has these covenants have an extended duration; however, they agree that this covenant is reasonable, the covenants are reasonable and it is are necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his Employee’s employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee during the Term, Executive will perform essential services for Employer during the term Cerprobe, its employees and shareholders, and for customers of Employee's employment with EmployerCerprobe. Employee Therefore, Executive will be exposed given an opportunity to meet, work with and develop close working relationships with Cerprobe's clients on a first-hand basis and will gain valuable insight as to the clients' operations, personnel and need for services. In addition, Executive will be to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below)Cerprobe's confidential and proprietary information, including but not limited to information concerning Cerprobe's methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies and customer lists. The parties also expressly recognize and acknowledge that the personnel of Employer Cerprobe have been trained by by, and are valuable to Employer Cerprobe, and that Employer will incur substantial expense in recruiting and training personnel if it Cerprobe must hire new personnel or retrain existing personnel to fill vacanciesvacancies Cerprobe will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Cerprobe in any manner whatsoever, it could would seriously impair the goodwill and diminish the value of EmployerCerprobe's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and that it is necessary for the protection of EmployerCerprobe, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedExecutive should terminate, the parties are in 7 8 full and complete agreement that the following restrictive covenants (which together are referred to as the "Covenant-Not-To-Compete") are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its employees, and its stockholders during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by by, and are valuable to to, Employer and that Employer will incur substantial expense in recruiting and training personnel expenses if it Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's ’s business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.. Non-Competition . During the term of Employee’s employment with Employer and for the period of 18 months after the termination of Employee’s employment with Employer, regardless of the reason therefor, Employee shall not (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, participant, or in any other capacity) engage or become financially interested in any competitive business conducted within the Restricted Territory (as defined below). As used herein, the term “competitive business” shall mean any business that sells or provides or attempts to sell or provide

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee during his relationship with Rural/Metro, Consultant has performed and will continue to perform essential services for Employer during Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Consultant has been and will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro's clients on a first-hand basis and has gained and will gain valuable insight as to the term of Employee's employment with Employerclients' operations, personnel and need for services. Employee In addition, Consultant has been and will be exposed to, have access to, and be required to work with with, a considerable amount of Rural/Metro's Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer Rural/Metro have been trained by by, and are valuable to Employer to, Rural/Metro and that Employer will incur substantial expense in recruiting and training personnel if it Rural/Metro must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Consultant compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of EmployerRural/Metro's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of EmployerRural/Metro, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Consultant if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the "Covenant-Not-To-Compete") are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee his employment, Executive will perform essential services for Employer during AAGH, its employees and shareholders, and for clients of AAGH. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with AAGH's clients on a first-hand basis and will gain valuable insight as to the term of Employee's employment with Employerclients' operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of AAGH's Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer AAGH have been trained by by, and are valuable to Employer AAGH, and that Employer will incur substantial expense in recruiting and training personnel if it AAGH must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with AAGH in any manner whatsoever, it could seriously impair the goodwill and diminish the value of EmployerAAGH's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of EmployerAAGH, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the "Covenant-Not-To-Compete") are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee’s employment, Employee will perform essential services for Employer during the term Company and its Affiliates, employees and shareholders, and for municipalities and other persons or entities with which the Company or one or more of Employee's employment its Affiliates contracts or to or through which the Company or one or more of its Affiliates provides services (collectively, “clients”) of the Company. For purposes of this Section 4, reference to the Company shall include reference to the Company and its Affiliates. Therefore, Employee will be given an opportunity to meet, work with Employerand develop close working relationships with the Company’s clients on a first-hand basis, and Employee will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Employee will be exposed to, have access to, and be required to work with with, a considerable amount of the Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer the Company have been trained by by, and are valuable to Employer the Company, and that Employer will incur substantial expense in recruiting and training personnel if it the Company must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Employee compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverthe Company’s business. The parties acknowledge that these covenants set forth throughout this covenant has Section 4 have an extended duration; however, they agree that this covenant is reasonable, these covenants are reasonable and it is necessary for the protection of Employer, its stockholders, and employeesthe legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his Employee’s employment with Employer is terminatedthe Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee during the Term, Executive will perform essential services for Employer during the term Cerprobe, its employees and shareholders, and for customers of Employee's employment with EmployerCerprobe. Employee Therefore, Executive will be exposed given an opportunity to meet, work with and develop close working relationships with Cerprobe's clients on a first-hand basis and will gain valuable insight as to the clients' operations, personnel and need for services. In addition, Executive will be to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below)Cerprobe's confidential and proprietary information, including but not limited to information concerning Cerprobe's methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies and customer lists. The parties also expressly recognize and acknowledge that the personnel of Employer Cerprobe have been trained by by, and are valuable to Employer Cerprobe, and that Employer will incur substantial expense in recruiting and training personnel if it Cerprobe must hire new personnel or retrain existing personnel to fill vacanciesvacancies Cerprobe will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Cerprobe in any manner whatsoever, it could would seriously impair the goodwill and diminish the value of EmployerCerprobe's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and that it is necessary for the protection of EmployerCerprobe, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedExecutive should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the "Covenant-Not-To-Compete") are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.the