Common use of Limited Covenant Not to Compete Clause in Contracts

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executive’s employment is terminated hereunder by the Company for Cause or by Executive without Good Reason, Executive agrees that during the period of time beginning on the Effective Date and ending on the twelve (12) month anniversary of the Date of Termination: (i) Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict the acquisition by Executive of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive from being employed by an entity in which the majority of such 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 (ii) Executive shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive of the Company or its affiliates, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates who respond to general 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 or its affiliates to terminate or modify any such actual or prospective contractual relationship that exists on the Date of Termination.

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Xxxxxxx’s employment is terminated hereunder by the Company for Cause or by Executive without Good Reasonterminated, Executive Xxxxxxx agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Terminationsuch termination.: (i) Executive if Xxxxxxx’s employment is terminated for Cause, Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesCompany, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates who respond to general 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 or its affiliates to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Terminationtermination of employment.

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executive’s employment is terminated hereunder during the Employment Term by the Company for Cause or by Executive without Good Reason, Executive agrees that during the period of time beginning on the Effective Date of Termination and ending on the twelve (12) month anniversary of the Date of Termination: (i) Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict the acquisition by Executive of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive from being employed by an entity in which the majority of such 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 (ii) Executive shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive of the Company or its affiliates, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates who respond to general 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 or its affiliates to terminate or modify any such actual or prospective contractual relationship that exists on the Date of Termination.

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Grantee’s employment is terminated hereunder by Grantee for any reason or by the Company Group for Cause or by Executive without Good ReasonCause, Executive Grantee agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Termination: such termination: (i) Executive Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, howeverhowever , that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 and (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Termination.termination of employment. For purposes of clarity, it is understood that the provisions of this paragraph D are not applicable if Grantee’s employment with the Company Group is terminated by the Company Group without Cause. 3 HOU:3760738.2

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Grantee’s employment is terminated hereunder by Grantee for any reason or by the Company Group for Cause or by Executive without Good ReasonCause, Executive Grantee agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Termination: such termination: (i) Executive Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, howeverhowever , that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 and (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Terminationtermination 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. 5 HOU:3760738.2 (d) Injunctive Relief; Remedies. The covenants and undertakings contained in this Exhibit D relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Exhibit D will cause irreparable injury to the Company Group, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Exhibit D may be inadequate. Therefore, notwithstanding anything to the contrary, the Company will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of any provision of this Exhibit C without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Exhibit C are cumulative and in addition to any other rights and remedies which the Company Group may have hereunder or at law or in equity. The parties hereto further agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a time period, a specified business limitation or any other relevant feature of this Exhibit D is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (e) Governing Law of this Exhibit D; Consent to Jurisdiction. Any dispute regarding the reasonableness of the covenants and agreements set forth in this Exhibit C, or the territorial scope or duration thereof, or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the state of Texas, without regard to conflict of law provisions thereof, and, with respect to each such dispute, the Company and Grantee each hereby irrevocably consent to the exclusive jurisdiction of the State of Texas for resolution of such dispute, and further agree that service of process may be made upon Grantee in any legal proceeding relating to this Exhibit D by any means allowed under the laws of such state. (f) Xxxxxxx’s Understanding of this Section. Grantee hereby represents to the Company that Grantee has read and understands, and agrees to be bound by, the terms of this Exhibit D. Grantee acknowledges that the geographic scope and duration of the covenants contained in Exhibit C are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the importance of the functions performed by Grantee and the length of time it would take the Company Group to find and train a suitable replacement, (ii) the nature and wide geographic scope of the operations of the Company Group, (iii) Grantee’s level of control over and contact with the Company Group’s business and operations in all jurisdictions where they are located, and (iv) the fact that the Restricted Business is potentially conducted throughout the geographic area where competition is restricted by this Agreement. It is the desire and intent of the parties that the 6 HOU:3760738.2

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Participant’s employment is terminated hereunder by the Company [for Cause or by Executive without Good Reasonany reason][without cause]6, Executive Participant agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Terminationsuch termination: (i) Executive Participant shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict (A) the acquisition by Executive Participant of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Participant from being employed by an entity in which the majority of such 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 Participant is only employed by and engaged with divisions and units of such entity that are not engaged in the Restricted Business; andand 6 Based upon employee classification. (ii) Executive Participant shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Terminationtermination of employment.

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Grantee’s employment is terminated hereunder by the Company for Cause or by Executive without Good Reasonany reason, Executive Grantee agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Terminationsuch termination: (i) Executive Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 and (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Terminationtermination of employment. In addition, it is understood that the provisions of this paragraph C shall terminate in all respects on the fourth anniversary of the date of the Agreement to which this Exhibit D is a part.

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Grantee’s employment is terminated hereunder by Grantee for any reason or by the Company Group for Cause or by Executive without Good ReasonCause, Executive Grantee agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Termination: such termination: (i) Executive Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, howeverhowever , that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 and (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Termination.termination of employment. For purposes of clarity, it is understood that the provisions of this paragraph C are not applicable if Grantee’s employment with the Company Group is terminated by the Company Group without Cause. 11

Limited Covenant Not to Compete. In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executiveevent Grantee’s employment is terminated hereunder by Grantee for any reason or by the Company Group for Cause or by Executive without Good ReasonCause, Executive Grantee agrees that during the period of time beginning on the Effective Date date of such termination and ending on the twelve (12) month anniversary of the Date date of Terminationsuch termination: (i) Executive Grantee shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however, that the restrictions contained herein shall not restrict (A) the acquisition by Executive Grantee of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive (B) Grantee from being employed by an entity in which the majority of such 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 (ii) Executive Grantee shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive employee of the Company or its affiliatesGroup, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates Group who respond to general 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 or its affiliates Group to terminate or modify any such actual or prospective contractual relationship that exists on the Date date of Terminationtermination of employment. For purposes of clarity, it is understood that the provisions of this paragraph C are not applicable if Grantee’s employment with the Company Group is terminated by the Company Group without Cause.