Common use of Interests to be Protected Clause in Contracts

Interests to be Protected. The parties acknowledge that during the term of this employment, Employee will perform essential services for the Company and for clients of the Company. Therefore, Employee will be given an opportunity to meet, work with and develop close working relationships with the Company's clients 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, a considerable amount of 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 acknowledge that Employee holds a highly specialized, professional position that is the key position in one of the Company's most significant divisions and replacing Employee in this position would require the Company to incur substantial expense. The parties expressly recognize that should Employee compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of the Company's business. The parties acknowledge that the covenant not to compete contained in this section has an extended duration; however, they agree that this covenant is reasonable and it is necessary for the protection of the Company, its shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to the Employee if he should terminate, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of this employmentTerm, Employee Executive will perform essential services for the Company Cerprobe, its employees and shareholders, and for clients customers of the CompanyCerprobe. Therefore, Employee Executive will be given an opportunity to meet, work with and develop close working relationships with the CompanyCerprobe's clients on a first-hand basis and will gain valuable insight as to the clients' operations, personnel and need for services. In addition, Employee Executive will be exposed to, have access to, and be required to work with, a considerable amount of the CompanyCerprobe's confidential and proprietary information, including but not limited to: to information concerning the CompanyCerprobe's methods of operation, financial information, strategic planning, operational budget budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies, strategies and customer lists. The parties also expressly recognize and acknowledge that Employee holds a highly specializedthe personnel of Cerprobe have been trained by, professional position and are valuable to Cerprobe, and that is the key position in one of the Company's most significant divisions and replacing Employee in this position would require the Company if Cerprobe must hire new personnel or retrain existing personnel to fill vacancies Cerprobe will incur substantial expenseexpense in recruiting and training such personnel. The parties expressly recognize that should Employee Executive compete with the Company Cerprobe in any manner whatsoever, it could would seriously impair the goodwill and diminish the value of the CompanyCerprobe's business. The parties acknowledge that the this covenant not to compete contained in this section has an extended duration; however, they agree that this covenant is reasonable and that it is necessary for the protection of the CompanyCerprobe, its shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to the Employee Executive if he Executive 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 freely, voluntarily and knowingly entered into. Further, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of this employmentTerm, Employee Executive will perform essential services for the Company Cerprobe, its employees and shareholders, and for clients customers of the CompanyCerprobe. Therefore, Employee Executive will be given an opportunity to meet, work with and develop close working relationships with the CompanyCerprobe's clients on a first-hand basis and will gain valuable insight as to the clients' operations, personnel and need for services. In addition, Employee Executive will be exposed to, have access to, and be required to work with, a considerable amount of the CompanyCerprobe's confidential and proprietary information, including but not limited to: to information concerning the CompanyCerprobe's methods of operation, financial information, strategic planning, operational budget budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies, strategies and customer lists. The parties also expressly recognize and acknowledge that Employee holds a highly specializedthe personnel of Cerprobe have been trained by, professional position and are valuable to Cerprobe, and that is the key position in one of the Company's most significant divisions and replacing Employee in this position would require the Company if Cerprobe must hire new personnel or retrain existing personnel to fill vacancies Cerprobe will incur substantial expenseexpense in recruiting and training such personnel. The parties expressly recognize that should Employee Executive compete with the Company Cerprobe in any manner whatsoever, it could would seriously impair the goodwill and diminish the value of the CompanyCerprobe's business. The parties acknowledge that the this covenant not to compete contained in this section has an extended duration; however, they agree that this covenant is reasonable and that it is necessary for the protection of the CompanyCerprobe, its shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to the Employee Executive if he Executive 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 freely, voluntarily and knowingly entered into. Further, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.the

Interests to be Protected. The parties acknowledge that during the term of this employment, Employee will perform essential services for the Company and for clients of the Company. Therefore, Employee will be given an opportunity to meet, work with and develop close working relationships with the Company's clients 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, a considerable amount of the Company's confidential and proprietary information, including but not limited to: information concerning the Company's methods -5- 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 acknowledge that Employee holds a highly specialized, professional position that is the key position in one of the Company's most significant divisions and replacing Employee in this position would require the Company to incur substantial expense. The parties expressly recognize that should Employee compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of the Company's business. The parties acknowledge that the covenant not to compete contained in this section has an extended duration; however, they agree that this covenant is reasonable and it is necessary for the protection of the Company, its shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to the Employee if he should terminate, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.