Common use of Limited Covenant Not to Compete Clause in Contracts

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term term of this Agreement and for a period of two years thereafter, commencing with the Date date of Terminationtermination of employment by the Employee for Good Reason, by the Company for any reason other than for Cause, or by the Company for Cause if the Company chooses to extend to Employee upon termination for Cause the severance benefits provided in Paragraph 8 hereof and Appendix D hereto, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (ai) makes contact with customers of the Company or any of its subsidiaries, (bii) conducts the business of the Company or any of its subsidiaries or (ciii) supervises the activities of other employees of the Company or any of its subsidiaries, as which states and jurisdictions or portions thereof are identified in Appendix B E attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Company Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (ai) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Company Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 210% of the equity interests of a business enterprise engaged in the Death Care Company Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (bii) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (ciii) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date date of Termination termination of employment of Employee is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (div) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (ev) Employee further agrees that, for a period of one year from and after the Date date of Terminationtermination of employment, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Company Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (ev) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, in any of the Subject Areas located within the States State of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B E as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B E and this Article V Section 3Paragraph 11(c). Furthermore, Employee agrees that all references to Appendix B E in this Agreement shall be deemed to refer to Appendix B E as so supplemented, amended, restated or otherwise modified from time to time. Enforcement of this Paragraph 11(c) is subject to the provisions of Paragraph 11(e) hereof.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B "A" attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B "A" as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B "A" and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B "A" in this Agreement shall be deemed to refer to Appendix B "A" as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B "A" attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During This Section 6(c) shall be binding upon Executive during his employment with the Employment Term Company and for a period of two years one year thereafter; provided, commencing with the Date of Terminationhowever, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (athat this Section 6(c) makes contact with customers of shall not be binding upon Executive if the Company or any of its subsidiaries, (bterminates Executive’s employment hereunder other than pursuant to Section 4(c)(ii) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:iii): (ai) Employee will Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or in, allow his skill, knowledge, experience or reputation to be used by, or otherwise be connected in connection with, any manner with the ownership, management, operation or control of, any company or other business enterprise engaged in any aspect of the Death Care Business Company’s Business, within the States of Alabama, Florida, Louisiana, Mississippi or Texas (including any adjacent offshore areas), and any other state or other jurisdiction (or any adjacent offshore areas), whether within or outside the United States (the “Territory”), in which the Company or any of its subsidiaries carries on a like line of business on the Subject Areasdate of termination of Executive’s employment hereunder; provided, however, that nothing contained herein shall prohibit Employee Executive from making passive investments as long as Employee does in any publicly held company that do not beneficially own more than 2exceed, in the aggregate, 1% of the outstanding equity interests interest of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Actsuch company. (bii) Employee will Executive shall not call upon any customer or potential customer of any of the Company or its subsidiaries Horizon Companies within the Territory, for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and any of the Company or its subsidiaries;Horizon Companies. (ciii) Employee will Executive shall not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with any of the Company or its subsidiariesHorizon Companies, or who on the Date date of Termination termination of Executive’s employment hereunder is engaged in discussions or negotiations to enter into a business relationship with any of the Company or its subsidiariesHorizon Companies, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiariesHorizon Companies. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the term of the Employment Term and for a period of two years thereafter, commencing with the Date of TerminationAgreement, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiariesBank, (b) conducts the business of the Company or any of its subsidiaries Bank or (c) supervises the activities of other employees of the Company or any of its subsidiariesBank, as identified in Appendix B A attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries Bank engages in the Death Care Business business on the Date date of Termination termination of employment under the Employment Agreement (collectively, the "“Subject Areas"”), Employee will restrict his her activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself herself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his her skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company financial institution or other business enterprise engaged in the Death Care Business financial institution business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% investing in the capital stock or other securities of any business dissimilar from that of the equity interests Company, or solely as a passive or minority investor in any business. As used herein, (i) ”financial institution” includes any bank, thrift institution, credit union or similar institution that accepts deposits and/or makes loans, or a holding company for any such institution, or any person or entity that after the date hereof applies to an appropriate regulatory authority to organize such an institution, or a holding company thereof; and (ii) ”financial institution business” means the taking of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Actdeposits and/or making loans and activities related thereto. (b) Employee will not call upon any customer of the Company or its subsidiaries Bank for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established banking relationship existing between such person or entity and the Company or its subsidiariesBank; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiariesBank, or who on the Date date of Termination termination of employment under the Employment Agreement is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiariesBank, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiariesBank; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries Bank with whom he she had contact during the course of his her employment with the Company Bank for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiariesBank. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the term of employment under the Employment Term and for a period of two years thereafter, commencing with the Date of TerminationAgreement, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiariesBank, (b) conducts the business of the Company or any of its subsidiaries Bank or (c) supervises the activities of other employees of the Company or any of its subsidiariesBank, as identified in Appendix B A attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries Bank engages in the Death Care Business business on the Date date of Termination termination of employment under the Employment Agreement (collectively, the "“Subject Areas"”), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company financial institution or other business enterprise engaged in the Death Care Business financial institution business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% investing in the capital stock or other securities of any business dissimilar from that of the equity interests Company, or solely as a passive or minority investor in any business. As used herein, (i) ”financial institution” includes any bank, thrift institution, credit union or similar institution that accepts deposits and/or makes loans, or a holding company for any such institution, or any person or entity that after the date hereof applies to an appropriate regulatory authority to organize such an institution, or a holding company thereof; and (ii) ”financial institution business” means the taking of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Actdeposits and/or making loans and activities related thereto. (b) Employee will not call upon any customer of the Company or its subsidiaries Bank for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established banking relationship existing between such person or entity and the Company or its subsidiariesBank; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiariesBank, or who on the Date date of Termination termination of employment under the Employment Agreement is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiariesBank, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiariesBank; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries Bank with whom he had contact during the course of his employment with the Company Bank for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiariesBank. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term Period and for a period of two years thereaftertwelve (12) consecutive months immediately following the termination of the Executive’s employment for any reason, commencing with whether such termination is at the Date initiative of Terminationthe Executive or the Company, Employee the Executive agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee Executive regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries subsidiaries, or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in Competitive Business as of the Death Care Business on the Termination Date of Termination (collectively, the "“Subject Areas"”), Employee the Executive will restrict his activities within the Subject Areas as follows: (ai) Employee The Executive will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, assist or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Competitive Business within any of the Subject Areas; provided, however, that nothing contained herein shall will prohibit Employee the Executive from making passive investments as long as Employee the Executive does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Competitive Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" shall ” will have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.; (bii) Employee The Executive will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (ciii) Employee The Executive will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Termination Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (div) Employee Without the consent of the Company, the Executive will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term Period and for a period of two years thereaftertwelve (12) consecutive months immediately following the termination of the Executive’s employment for any reason, commencing with whether such termination is at the Date initiative of Terminationthe Executive or the Company, Employee the Executive agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee Executive regularly (ax) makes contact with customers of the Company or any of its subsidiaries, (by) conducts the business of the Company or any of its subsidiaries subsidiaries, or (cz) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in Competitive Business as of the Death Care Business on the Termination Date of Termination (collectively, the "“Subject Areas"”), Employee the Executive will restrict his activities within the Subject Areas as follows: (ai) Employee The Executive will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, assist or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Competitive Business within any of the Subject Areas; provided, however, that nothing contained herein shall will prohibit Employee the Executive from making passive investments as long as Employee the Executive does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Competitive Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" shall ” will have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.; (bii) Employee The Executive will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries;. (ciii) Employee The Executive will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Termination Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (div) Employee Without the consent of the Company, the Executive will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During The Executive agrees that from the Employment Term and for a period of two years thereafterEffective Date until May 31, commencing with 2015 (the Date of Termination, Employee agrees that, with respect to each State end of the United States or other jurisdictionlatest performance period applicable to the Executive’s Performance-Based Restricted Stock) (the “Restricted Period”), or the Executive agrees that within any jurisdiction specified portions thereof, in Appendix A in which the Employee regularly (a) makes contact with customers any member of the Company or Tidewater Group carries on the Restricted Business, so long as any of its subsidiaries, (b) conducts the business member of the Company or any Tidewater Group carries on a like line of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination business therein (collectively, the "“Subject Areas"”), Employee the Executive will restrict his activities within during the Subject Areas Restricted Period as follows: (a) Employee The Executive will not, directly or indirectly, for himself or othersothers or in association with any other person, own, manage, operate, control, be employed in an executive, managerial managerial, or supervisory capacity by, consult with, or otherwise engage or participate in in, or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation operation, or control of, of any company or other business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee the Executive from making passive investments as long as Employee the Executive does not beneficially own more than 21% of the equity interests of a publicly-traded business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (b) Employee The Executive will not call upon not, directly or indirectly, for himself or others or in association with any other person, solicit any customer of the Company Restricted Business or its subsidiaries of any member of the Tidewater Group, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Tidewater Group for the purpose of soliciting, diverting diverting, interfering, or enticing away the business of such person customer, supplier, licensee, or entitybusiness relation, or otherwise disrupting any previously previously-established relationship existing between such person customer, supplier, licensee, or entity business relation and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiariesTidewater Group. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During This Section 7(c) shall be binding upon Executive during the Employment Term and Period. Section 7(c)(i) shall be binding upon Executive for a period of two years thereafter, commencing with the Date one year after Executive’s termination of Termination, Employee agrees that, with respect employment if (i) Executive terminates Executive’s employment voluntarily (excluding a termination due to each State of the United States Good Reason) or other jurisdiction, or specified portions thereof, in which the Employee regularly (aii) makes contact with customers of the Company or any of its subsidiariesterminates Executive’s employment for Cause pursuant to Section 5(a)(iii); provided, however, that Section 7(c)(i) shall not be binding upon Executive if Executive experiences a “Qualifying Termination” during the “Protected Period”, within the meaning ascribed to such terms under the Severance Plan. Section 7(c)(ii), (biii) conducts the business and (iv) shall be binding upon Executive for a period of the Company or one year after Executive’s termination of employment for any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:reason. (ai) Employee will Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or in, allow his skill, knowledge, experience or reputation to be used by, or otherwise be connected in connection with, any manner with the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any aspect of the Subject AreasCompany’s Business, within the Territory (as defined below); provided, however, that nothing contained herein shall prohibit Employee Executive from making passive investments as long as Employee does in any publicly held company that do not beneficially own more than 2% exceed, in the aggregate, one percent (1%) of the outstanding equity interests interest of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.such company; (bii) Employee will Executive shall not call upon any customer or potential customer of the Company or its subsidiaries within the Territory, for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (ciii) Employee will Executive shall not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date date of Termination termination of Executive’s employment hereunder is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (div) Employee will Executive shall not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee . Executive further agrees that, that during the Employment Period and for a period of one year from and after the Date of Terminationthereafter, Employee will Executive shall not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, hire any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to timeExecutive.

Limited Covenant Not to Compete. During the Employment Term and for a period term of two years thereafterservice under the Consulting Agreement, commencing with the Date of Termination, Employee Consultant agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee Consultant regularly (a) makes contact with customers of the Company or any of its subsidiariesBank, (b) conducts the business of the Company or any of its subsidiaries Bank or (c) supervises the activities of other employees Consultants of the Company or any of its subsidiariesBank, as identified in Appendix B A attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries Bank engages in the Death Care Business business on the Date date of Termination termination of service under the Consulting Agreement (collectively, the "“Subject Areas"”), Employee Consultant will restrict his activities within the Subject Areas as follows: (a) Employee Consultant will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company financial institution or other business enterprise engaged in the Death Care Business financial institution business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee Consultant from making passive investments as long as Employee does not beneficially own more than 2% investing in the capital stock or other securities of any business dissimilar from that of the equity interests Company, or solely as a passive or minority investor in any business. As used herein, (i) ”financial institution” includes any bank, thrift institution, credit union or similar institution that accepts deposits and/or makes loans, or a holding company for any such institution, or any person or entity that after the date hereof applies to an appropriate regulatory authority to organize such an institution, or a holding company thereof; and (ii) ”financial institution business” means the taking of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Actdeposits and/or making loans and activities related thereto. (b) Employee Consultant will not call upon any customer of the Company or its subsidiaries Bank for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established banking relationship existing between such person or entity and the Company or its subsidiariesBank; (c) Employee Consultant will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiariesBank, or who on the Date date of Termination termination of employment under the Consulting Agreement is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiariesBank, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiariesBank; and (d) Employee Consultant will not make contact with any of the employees of the Company or its subsidiaries Bank with whom he had contact during the course of his employment with service to the Company Bank for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's Consultant’s relationship with the Company or its subsidiariesBank. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During This Section 7(c) shall be binding upon Executive Chairman during the Employment Term and Term. Section 7(c)(i) shall be binding upon Executive Chairman for a period of two years thereafter, commencing with the Date one year after Executive Chairman’s termination of Termination, Employee agrees that, with respect employment if (i) Executive Chairman terminates Executive Chairman’s employment voluntarily (excluding a termination due to each State of the United States Good Reason) or other jurisdiction, or specified portions thereof, in which the Employee regularly (aii) makes contact with customers of the Company or any of its subsidiariesterminates Executive Chairman’s employment for Cause pursuant to Section 5(a)(iii). Section 7(c)(ii), (biii) conducts the business and (iv) shall be binding upon Executive Chairman for a period of the Company or one year after Executive Chairman’s termination of employment for any of its subsidiaries or reason. (ci) supervises the activities of other employees of the Company or any of its subsidiariesExecutive Chairman shall not, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas Territory (as follows: (a) Employee will notdefined below), directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or in, allow his skill, knowledge, experience or reputation to be used by, or otherwise be connected in connection with, any manner with the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any aspect of the Subject AreasCompany’s Business in connection with which Executive Chairman provided services during his employment with the Company; provided, however, that nothing contained herein shall prohibit Employee Executive Chairman from making passive investments as long as Employee does in any publicly held company that do not beneficially own more than 2% exceed, in the aggregate, one percent (1%) of the outstanding equity interests interest of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.such company; (bii) Employee will Executive Chairman shall not, and shall not cause any other person to, directly or indirectly, call upon any customer or potential customer of the Company or its subsidiaries within the Territory, for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiariesCompany; (ciii) Employee will Executive Chairman shall not, and shall not cause any other person to, directly or indirectly, solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiariesCompany, or who on the Date date of Termination termination of Executive Chairman’s employment hereunder is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiariesCompany, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiariesCompany; and (div) Employee will Executive Chairman shall not, and shall not cause any other person to, directly or indirectly, make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course (including those who are employees of his employment with the Company at the time of such contact or at any time in the three (3) months prior to such contact) for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee Company. Executive Chairman further agrees that, that during the Term and for a period of one year from thereafter, Executive Chairman shall not, and after the Date of Terminationshall not cause any other person to, Employee will not hiredirectly or indirectly, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, hire any employee of the Company or its subsidiaries (including those who are employees of the Company at any time in the three (3) months prior to such hiring) as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During (a) While Employee is employed by the Employment Term Company and for a period of two years thereafter, commencing one (1) year following the termination of Employee's employment with the Date Company during which one year period the Employee shall, subject to the terms and conditions of Terminationthis Agreement, continue to receive the compensation and benefits provided for in Section 6 hereinabove, the Employee agrees thatwill not, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with respect to each State the ownership, management, operation or control of the United States any company or other jurisdiction, business enterprise engaged in a line or specified portions thereof, in which the Employee regularly (a) makes contact with customers lines of business similar to that of the Company or any of its subsidiariessubsidiaries or joint ventures, within the State of Texas, Louisiana, Mississippi, Alabama or Florida (bincluding any area offshore in the Gulf of Mexico or any such state) conducts or any other jurisdiction, whether within or outside the United States in which the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiariesjoint ventures is carried on, so long as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business or joint ventures carries on the Date a like line of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areastherein; provided, however, that nothing contained herein shall prohibit the Employee from making passive investments as long as Employee does in any company which do not beneficially own more than 2% exceed in the aggregate two percent of the equity interests interest of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Actsuch company. (b) As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been and will not call upon any customer in the future be disclosed or entrusted to the Employee, the business good will of the Company and its affiliates that has been and will in the future be developed in the Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to the Employee by the Company and its subsidiaries affiliates; and, as an additional incentive for the purpose of solicitingCompany to enter in this Agreement, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity Company and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt agree to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any non-competition obligations hereunder. The obligations of the employees Employee set forth in this Section 9 shall apply during the term of this Agreement and shall survive termination of this Agreement and/or the termination of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employeeEmployee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee services under this Agreement regardless of the Company or its subsidiaries as an employee or independent contractor, whether or not reason for such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to timetermination.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "“Subject Areas"”), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V 7 Section 37.3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers The Executive agrees that from the Effective Date until the Consulting Termination Date (the “Restricted Period”), the Executive agrees that within any jurisdiction specified in Appendix A in which any member of the Company or Tidewater Group carries on the Restricted Business, so long as any of its subsidiaries, (b) conducts the business member of the Company or any Tidewater Group carries on a like line of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination business therein (collectively, the "“Subject Areas"”), Employee the Executive will restrict his activities within during the Subject Areas Restricted Period as follows: (ai) Employee The Executive will not, directly or indirectly, for himself or othersothers or in association with any other person, own, manage, operate, control, be employed in an executive, managerial managerial, or supervisory capacity by, consult with, or otherwise engage or participate in in, or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation operation, or control of, of any company or other business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee the Executive from making passive investments as long as Employee the Executive does not beneficially own more than 21% of the equity interests of a publicly-traded business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (bii) Employee The Executive will not call upon not, directly or indirectly, for himself or others or in association with any other person, solicit any customer of the Company Restricted Business or its subsidiaries of any member of the Tidewater Group, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Tidewater Group for the purpose of soliciting, diverting diverting, interfering, or enticing away the business of such person customer, supplier, licensee, or entitybusiness relation, or otherwise disrupting any previously previously-established relationship existing between such person customer, supplier, licensee, or entity business relation and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiariesTidewater Group. (eb) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee The Executive agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement restatement, or other modification of Appendix B A as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B A and this Article V Section 34.3. Furthermore, Employee the Executive agrees that all references to Appendix B A in this Agreement shall be deemed to refer to Appendix B A as so supplemented, amended, restated restated, or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V 7 Section 37.3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers The Executive agrees that from the Effective Date until the later of (i) three years from the Effective Date or (ii) the Consulting Termination Date (the “Restricted Period”), the Executive agrees that within any jurisdiction specified in Appendix A in which any member of the Company or Gulf Island Group carries on the Restricted Business, so long as any of its subsidiaries, (b) conducts the business member of the Company or any Gulf Island Group carries on a like line of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination business therein (collectively, the "“Subject Areas"”), Employee the Executive will restrict his activities within during the Subject Areas Restricted Period as follows: (ai) Employee The Executive will not, directly or indirectly, for himself or othersothers or in association with any other person, own, manage, operate, control, be employed in an executive, managerial managerial, or supervisory capacity by, consult with, or otherwise engage or participate in in, or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation operation, or control of, of any company or other business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee the Executive from making passive investments as long as Employee the Executive does not beneficially own more than 21% of the equity interests of a publicly-traded business enterprise engaged in the Death Care Restricted Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (bii) Employee The Executive will not call upon not, directly or indirectly, for himself or others or in association with any other person, solicit any customer of the Company Restricted Business or its subsidiaries of any member of the Gulf Island Group, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Gulf Island Group for the purpose of soliciting, diverting diverting, interfering, or enticing away the business of such person customer, supplier, licensee, or entitybusiness relation, or otherwise disrupting any previously previously-established relationship existing between such person customer, supplier, licensee, or entity business relation and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiariesGulf Island Group. (eb) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee The Executive agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement restatement, or other modification of Appendix B A as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B A and this Article V Section 34.3. Furthermore, Employee the Executive agrees that all references to Appendix B A in this Agreement shall be deemed to refer to Appendix B A as so supplemented, amended, restated restated, or otherwise modified from time to time.

Limited Covenant Not to Compete. During Until the Employment Term and for a period of two years thereafterConsulting Service Termination Date (the “Restricted Period”), commencing with the Date of Termination, Employee Executive agrees that, with respect to each State of the United States or other jurisdiction, or that within any jurisdiction that is specified portions thereofin Appendix A, in which the Employee regularly (a) makes contact with customers any member of the Company or Tidewater Group carries on the Business, so long as any of its subsidiaries, (b) conducts the business member of the Company or any Tidewater Group carries on a like line of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination business therein (collectively, the "“Subject Areas"”), Employee Executive will restrict his activities within the Subject Areas during the Restricted Period as follows: (a) Employee Executive will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee Executive from making passive investments as long as Employee Executive does not beneficially own more than 21% of the equity interests of a publicly traded business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (b) Employee Executive will not call upon solicit any customer of any member of the Company or its subsidiaries Tidewater Group for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously previously-established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiariesTidewater Group; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee Executive agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement or other modification of Appendix B A as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B A and this Article V III Section 3. Furthermore, Employee Executive agrees that all references to Appendix B A in this Agreement shall be deemed to refer to Appendix B A as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. (a) During the Employment Term and for a period of two years thereafter, commencing with following the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly during the Employment Term regularly: (aA) makes contact with customers of the Company or any of its subsidiaries, Affiliates; (bB) conducts the business of designing, manufacturing and marketing living quarters for offshore drilling and production platforms (the Company or any of its subsidiaries "Business"); or (cC) supervises the activities of other employees of the Company or any of its subsidiariesAffiliates, as which jurisdictions or portions thereof are identified in Appendix B A attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries Affiliates engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (ai) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.; (bii) Employee will not call upon any customer of the Company or its subsidiaries Affiliates for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiariesAffiliates; (ciii) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiariesAffiliates, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiariesAffiliates, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; andAffiliates; (div) Employee will not make contact with any of the employees of the Company or its subsidiaries Affiliates with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries.Affiliates; and (ev) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries Affiliates as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection . (eb) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B A as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B A and this Article V Section 38. Furthermore, Employee agrees that all All references to Appendix B A in this Agreement shall be deemed to refer to Appendix B A as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B "A" attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions discussions, or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States State of Virginia, Arkansas or GeorgiaArkansas. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B "A" as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B "A" and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B "A" in this Agreement shall be deemed to refer to Appendix B "A" as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During This Section 7(c) shall be binding upon Executive during the Employment Term and Period. Section 7(c)(i) shall be binding upon Executive for a period of two years thereafter, commencing with the Date one year after Executive’s termination of Termination, Employee agrees that, with respect employment if (i) Executive terminates Executive’s employment voluntarily (excluding a termination due to each State of the United States Good Reason) or other jurisdiction, or specified portions thereof, in which the Employee regularly (aii) makes contact with customers of the Company or any of its subsidiariesterminates Executive’s employment for Cause pursuant to Section 5(a)(iii); provided, however, that Section 7(c)(i) shall not be binding upon Executive if Executive experiences a “Qualifying Termination” during the “Protected Period”, within the meaning ascribed to such terms under the Severance Plan. Section 7(c)(ii), (biii) conducts the business and (iv) shall be binding upon Executive for a period of the Company or one year after Executive’s termination of employment for any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:reason. US-DOCS\99150190.4 (ai) Employee will Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or in, allow his skill, knowledge, experience or reputation to be used by, or otherwise be connected in connection with, any manner with the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any aspect of the Subject AreasCompany’s Business, within the Territory (as defined below); provided, however, that nothing contained herein shall prohibit Employee Executive from making passive investments as long as Employee does in any publicly held company that do not beneficially own more than 2% exceed, in the aggregate, one percent (1%) of the outstanding equity interests interest of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act.such company; (bii) Employee will Executive shall not call upon any customer or potential customer of the Company or its subsidiaries within the Territory, for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (ciii) Employee will Executive shall not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date date of Termination termination of Executive’s employment hereunder is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (div) Employee will Executive shall not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee . Executive further agrees that, that during the Employment Period and for a period of one year from and after the Date of Terminationthereafter, Employee will Executive shall not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, hire any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to timeExecutive.

Limited Covenant Not to Compete. During the Employment Term and for For a period of two years thereafter, commencing with on the Agreement Date of Termination(the "Restricted Period"), Employee agrees that, with respect to each that within any parish of the State of Louisiana (as set forth in Appendix A), or any other jurisdiction (whether within or outside the United States or other jurisdictionStates), or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business or joint ventures carries on the Date Business, so long as the Company or any of Termination its subsidiaries or joint ventures carries on a like line of business therein (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas during the Restricted Period as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associatedBusiness, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B A as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B A and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B A in this Agreement shall be deemed to refer to Appendix B A as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During From the Employment Term date of termination of Employee's employment hereunder by the Company for Cause or by the Employee without Good Reason until twenty-seven months and for a period of two years thereafter, commencing with weeks shall have elapsed from the Date of TerminationEffective Date, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the that he will restrict his activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination Louisiana Parishes set forth in Exhibit "C" hereto ("collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Oil Exploration and Production Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Oil Exploration and Production Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will shall not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will shall not solicit, induce, influence or attempt to influence solicit any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will shall not make contact with solicit any of the employees current employee of the Company or any of its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities -8- of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During In the Employment Term event Xxxxxxx’s employment is terminated by Grantee for any reason or by the Company Group for any reason other than Cause or Grantee terminates employment from the Company Group for any reason other than Good Reason, Grantee agrees that during the period beginning on the date of such termination and for a period of two years thereafter, commencing with ending on the Date of Termination, Employee agrees that, with respect to each State twelve (12) month anniversary of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers date of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as followssuch termination: (ai) Employee will Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage control or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control ofof any business, any company whether in corporate, proprietorship or other business enterprise engaged partnership form or otherwise, that is engaged, directly or indirectly, in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged United States in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by EmployeeRestricted Business; provided, however, that the restriction restrictions contained in this subsection (e) herein shall not apply to Company employees who reside in, or are hired restrict (A) the acquisition by Employee to perform work in, any Grantee of less than 2% of the Subject Areas located within outstanding capital stock of any publicly traded company engaged in a Restricted Business or (B) Grantee from being employed by an entity in which the States majority of Virginiasuch entity’s revenues on a consolidated basis determined in accordance with generally accepted accounting principles are from activities and businesses that do not constitute a Restricted Business and provided that Grantee is only employed by and engaged with divisions and units of such entity that are not engaged in the Restricted Business; and ​ HOU:3760738.2 ‌ ​ (ii) Grantee shall not, Arkansas directly or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute indirectly (A) solicit any supplementindividual, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions whichwho, at the time of time of such modificationsolicitation is an employee of the Company Group, should be covered by Appendix B and this Article V Section 3. Furthermoreto leave such employment or hire, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated employ or otherwise modified from time engage any such individual (other than employees of the Company Group who respond to timegeneral advertisements for employment in newspapers or other periodicals of general circulation (including trade journals)), or (B) cause, induce or encourage any material actual or prospective client, customer, supplier, landlord, lessor or licensor of the Company Group to terminate or modify any such actual or prospective contractual relationship that exists on the date of termination of employment. For purposes of clarity, it is understood that the provisions of this paragraph D are not applicable if Xxxxxxx’s employment with the Company Group is terminated by the Company Group without Cause or Grantee terminates employment with the Company Group for Good reason.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "“Subject Areas"”), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States State of Virginia, Arkansas or GeorgiaArkansas. Employee agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V 6 Section 36.3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, The Employee agrees that, with respect to each State that from the Effective Date through the end of the United States or other jurisdictionRetention Period or, or specified portions thereof, in which if the Employee regularly (a) makes contact with customers terminates his employment without Good Reason during the Retention Period, from the Effective Date through the first anniversary of the Company or Termination Date (as applicable, the “Restricted Period”), he will not engage in competitive activities within any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified jurisdiction specified in Appendix B attached hereto and forming so long as a part member of this Agreement, and in which the Company or any Tidewater Group carries on a like line of its subsidiaries engages in the Death Care Business on the Date of Termination business therein (collectively, the "Subject Areas"“Restricted Area”), Employee will restrict his activities within the Subject Areas as follows: (ai) The Employee will not, directly or indirectly, for himself or othersothers or in association with any other person, own, manage, operate, control, be employed in an executive, managerial managerial, or supervisory capacity by, consult with, or otherwise engage or participate in in, or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation operation, or control of, of any company or other business enterprise engaged in the Death Care Restricted Business within any of the Subject AreasRestricted Area; provided, however, that nothing contained herein shall prohibit the Employee from making passive investments as long as the Employee does not beneficially own more than 21% of the equity interests of a publicly-traded business enterprise engaged in the Death Care Restricted Business within any of the Subject AreasRestricted Area. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934, as amended. (bii) The Employee will not call upon not, directly or indirectly, for himself or others or in association with any other person, solicit any customer of the Company Restricted Business or its subsidiaries of the Tidewater Group, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Tidewater Group for the purpose of soliciting, diverting diverting, interfering, or enticing away the business of such person customer, supplier, licensee, or entitybusiness relation, or otherwise disrupting any previously previously-established relationship existing between such person customer, supplier, licensee, or entity business relation and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's relationship with the Company or its subsidiariesTidewater Group. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity engaged in the Death Care Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's request promptly execute any supplement, amendment, restatement or other modification of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to time.

Limited Covenant Not to Compete. During From the Employment Term date of termination of Employee's employment hereunder by the Company for Cause or by the Employee without Good Reason until twenty-seven months and for a period of two years thereafter, commencing with weeks shall have elapsed from the Date of TerminationEffective Date, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the that he will restrict his activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination Louisiana Parishes set forth in Exhibit "C" hereto (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows: (a) Employee will shall not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Oil Exploration and Production Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Oil Exploration and Production Business within any of the Subject Areas. For purposes of this paragraph, "beneficially own" shall have the same meaning ascribed to that term in Rule 13d-3 under the Exchange Act. (b) Employee will shall not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will shall not solicit, induce, influence or attempt to influence solicit any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will shall not make contact with solicit any of the employees current employee of the Company or any of its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor. The Company acknowledges that Employee is the President and the sole owner and director of Forman Petroleum Corporatixx XX, or otherwise disrupting such employee's relationship with the Company or its subsidiaries. (e) Employee further agrees thata Louisiana corporation, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity that Forman Petroleum Corporation XX xx engaged in the Death Care Oil Exploration and Production Business. The Company agrees that Employee's continuing relationship with Forman Petroleum Corporatixx XX (as owner, President, and director) and the conduct by Forman Petroleum Corporation XX xx Oil Exploration and Production Business with which Employee is associated, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any outside of the Subject Areas located within will not constitute a violation by Employee of this Agreement, including but not limited to the States provisions of VirginiaArticle I, Arkansas Section 4 or GeorgiaArticle V, Section 3 of this Agreement. Employee In addition, the Company agrees that he the conduct by Forman Petroleum Corporatxxx XI of Oil Exploration and Production Business in the Subject Areas with respect to prospects presented by Employee to Board and either (i) rejected by the Board or (ii) not approved by the Board within 60 days, will from time not constitute a violation by Employee of this Agreement, including but not limited to time upon the Company's request promptly execute any supplementprovisions of Article I, amendmentSection 4 or Article V, restatement or other modification Section 3 of Appendix B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix B in this Agreement shall be deemed to refer to Appendix B as so supplemented, amended, restated or otherwise modified from time to timeAgreement.

Limited Covenant Not to Compete. During the Employment Term and for a period of two years thereafter, commencing with on the Termination Date of Termination(the “Restricted Period”), Employee agrees that, with respect to each that within any parish of the State of Louisiana (as set forth in Exhibit B), or any other jurisdiction (whether within or outside the United States or other jurisdictionStates), or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business or joint ventures carries on the Date Business, so long as the Company or any of Termination its subsidiaries or joint ventures carries on a like line of business therein (collectively, the "“Subject Areas"”), Employee will restrict his activities within the Subject Areas during the Restricted Period as follows: (a) Employee will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, consult with, or otherwise engage or participate in or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other business enterprise engaged in the Death Care Business within any of the Subject Areas; provided, however, that nothing contained herein shall prohibit Employee from making passive investments as long as Employee does not beneficially own more than 2% of the equity interests of a business enterprise engaged in the Death Care Business within any of the Subject Areas. For purposes of this paragraph, "“beneficially own" ” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange ActAct of 1934. (b) Employee will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and the Company or its subsidiaries; (c) Employee will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue or reduce or limit the extent of such relationship with the Company or its subsidiaries; and (d) Employee will not make contact with any of the employees of the Company or its subsidiaries with whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or otherwise disrupting such employee's ’s relationship with the Company or its subsidiaries. (e) Employee further agrees that, for a period of one year from and after the Date of Termination, Employee will not hire, on behalf of himself or any person or entity company engaged in the Death Care Business with which Employee is associatedBusiness, any employee of the Company or its subsidiaries as an employee or independent contractor, whether or not such engagement is solicited by Employee; provided, however, that the restriction contained in this subsection (e) shall not apply to Company employees who reside in, or are hired by Employee to perform work in, any of the Subject Areas located within the States of Virginia, Arkansas or Georgia. Employee agrees that he will from time to time upon the Company's ’s request promptly execute any supplement, amendment, restatement or other modification of Appendix Exhibit B as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Appendix Exhibit B and this Article V Section 3. Furthermore, Employee agrees that all references to Appendix Exhibit B in this Agreement shall be deemed to refer to Appendix Exhibit B as so supplemented, amended, restated or otherwise modified from time to time.