Common use of No Competing Employment Clause in Contracts

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiaries, For so long as the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken employed by the Company or any of its affiliates and subsidiaries and continuing for the two-year period commencing at the expiration of the Term hereof or by the earlier termination of Executive's employment for any reason other than death (such period being referred to hereinafter as the "RESTRICTED PERIOD"), the Executive at any time during shall not, unless he receives after the last three (3) years Effective Date the prior written consent of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeBoard, directly or indirectly, whether as owner, consultant, employee, partner, venturer, agent, through stock ownership, investment of capital, lending of money or property, rendering of services, or otherwise, compete with the Company or any of its affiliates or subsidiaries in any business in which any of them is engaged during the Term hereunder or affiliates, so long as prior to accepting such employment at the Company receives separate written assurances from time of the prospective employer and from termination of the Executive's employment hereunder, satisfactory including without limitation the design, manufacture and/or distribution of men's or women's sportswear or accessories (such businesses are hereinafter referred to as the "BUSINESS"), or assist, become interested in or be connected with any corporation, firm, partnership, joint venture, sole proprietorship or other entity which so competes with the Business, except that the provisions of this Section 9(a) will not be deemed breached merely because Executive owns equity in (i) Xxxxxxx Xxxxx of California, (ii) California Sunshine Active Wear, Inc.; or (iii) Nantucket Industries, Inc. or because Executive "beneficially owns", either individually or as a member of a "group" (as such terms are used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), not more than five percent (5%) of the voting securities of any one or more companies that file reports pursuant to the CompanyExchange Act. After the expiration of the Term hereof and during the two-year period referenced above, to the effect that the Executive will restrictions imposed by this paragraph shall not render any services, directly or indirectly, apply to any division or business unit that competes, directly or indirectly, with in which the Company or any its affiliates and subsidiaries were not engaged at the time of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, termination of the existence Executive's employment hereunder or to any geographic area in which the Company or its affiliates and subsidiaries were not engaged in the Business at the time of this Agreement and provide such employer with a copy of this Agreementtermination.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiaries, For so long as the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken employed by the Company or any of its affiliates and subsidiaries and continuing for the two-year period commencing at the expiration of the Term hereof or by the earlier termination of Executive's employment for any reason other than death (such period being referred to hereinafter as the "Restricted Period"), the Executive at any time during shall not, unless he receives after the last three (3) years Effective Date the prior written consent of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeBoard, directly or indirectly, whether as owner, consultant, employee, partner, venturer, agent, through stock ownership, investment of capital, lending of money or property, rendering of services, or otherwise, compete with the Company or any of its affiliates or subsidiaries in any business in which any of them is engaged during the Term hereunder or affiliates, so long as prior to accepting such employment at the Company receives separate written assurances from time of the prospective employer and from termination of the Executive's employment hereunder, satisfactory including without limitation the design, manufacture and/or distribution of men's or women's sportswear or accessories (such businesses are hereinafter referred to as the "Business"), or assist, become interested in or be connected with any corporation, firm, partnership, joint venture, sole proprietorship or other entity which so competes with the Business, except that the provisions of this Section 9(a) will not be deemed breached merely because Executive owns equity in (i) Xxxxxxx Xxxxx of California, (ii) California Sunshine Active Wear, Inc.; or (iii) Nantucket Industries, Inc. or because Executive "beneficially owns", either individually or as a member of a "group" (as such terms are used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), not more than five percent (5%) of the voting securities of any one or more companies that file reports pursuant to the CompanyExchange Act. After the expiration of the Term hereof and during the two-year period referenced above, to the effect that the Executive will restrictions imposed by this paragraph shall not render any services, directly or indirectly, apply to any division or business unit that competes, directly or indirectly, with in which the Company or any its affiliates and subsidiaries were not engaged at the time of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, termination of the existence Executive's employment hereunder or to any geographic area in which the Company or its affiliates and subsidiaries were not engaged in the Business at the time of this Agreement and provide such employer with a copy of this Agreementtermination.

No Competing Employment. The For five years after the Effective Time or for so long as Executive acknowledges that is receiving, or is entitled to receive, any payments under or pursuant to this Agreement, whichever period is longer (such period being referred to hereinafter as the agreements and covenants contained “Restricted Period”), Executive shall not, directly or indirectly, whether as principal, agent, officer, director, investor, consultant, stockholder, lender, partner, member, owner, sponsor, or otherwise, alone or in this Section 7 association with any other person (except ownership of less than 3% of the number of shares outstanding of any securities which are essential publicly traded), carry on, manage, operate, finance, sponsor, or become engaged or concerned in, or otherwise take part in, a business, anywhere in the contiguous United States, similar to protect the value or in competition with any part of the Company’s’s business, which generally consists of selling home appliances and consumer electronics and similar items and providing related installation, extended warranty or any of its subsidiaries’ or affiliates’service plans, servicing, financing, and repair (the business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted PeriodBusiness”) ), or be employed in a competitive capacity by or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, or lend money or extend credit to, or otherwise directly or indirectly assist, any business similar to or in competition with any part of the Business, anywhere in the contiguous United States, except for the aforementioned 3% ownership of publicly traded securities. If any portion of the restricted geographic area in any state shall be adjudicated in such state to be invalid or unenforceable as so identified, such identification shall be deemed amended to properly reflect the largest aggregate geographic area in such state which would be valid and enforceable under the laws of such state; provided, further, that such invalidity or unenforceability shall apply only with respect to any State part or all of the restricted geographic area in the particular state in which such adjudication is made. Executive acknowledges and agrees that the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained set forth in this Section 7(a5(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate are reasonable and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer appropriate and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly materially interfere with or indirectly, impede Executive’s ability to any division or business unit obtain other employment during the period that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementthese restrictions are in effect.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, ’s business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, ’s substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, 's substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s 's employment hereunder (such period is hereinafter referred to as the “"Restricted Period”") with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Executive Consultant acknowledges that (i) the agreements and covenants contained in this Section 7 11 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's business and assets and (ii) by virtue of his current past employment with Amerace and the Company Company, and its subsidiariesthe consulting arrangement established hereby, the Executive Consultant has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, 's substantial detriment. Therefore, the Executive Consultant agrees that that, for the period (the "Restricted Period") commencing on the date of this Agreement the first day of the Consulting Term and ending on the first anniversary date which is 12 months after the date on which the Company ceases to make timely payments and provide the benefits required by and in accordance with Section 3 hereof, the Consultant shall not, in (a) any location where the Company, or any predecessor to the Company's business, has conducted business during the three year period prior to the expiration of the termination of the Executive’s employment hereunder Consulting Term or (such period is hereinafter referred to as the “Restricted Period”b) with respect to in any State location in which the Company is engaged then specifically intends to conduct business which location shall be described in business during a written notice delivered to the Employment TermConsultant within ninety (90) days following the expiration of the Consulting Term (if the Company fails to provide such written notice to the Consultant, the Executive provisions of this Section 11(a) shall not apply only to those locations described in (a) above), participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner investor or joint venturerotherwise, in any business activities (a "Competitive Activity") if such activity consists constitutes the manufacturing, production, sale or provision of any activity undertaken products or expressly contemplated services that are similar to be undertaken products or services then being manufactured, produced, sold or provided by the Company or any of its subsidiaries subsidiaries; provided, however, that the Consultant may maintain and/or undertake purely passive investments on behalf of himself, his immediate family or any trust in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 5% of any class of the outstanding debt or equity securities of any company engaged in a Competitive Activity. The Consultant shall not be bound by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a11(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate if (i) this Agreement is terminated pursuant to Section 9(d) hereof, and distinct divisions that do not compete, directly or indirectly, with (ii) the Company or any of shall have failed to comply with its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementobligations under Section 10(a) hereof.

No Competing Employment. The Executive Consultant acknowledges that (i) the agreements and covenants contained in this Section 7 3 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's business and assets and (ii) by his current virtue of her prior employment with the Company with, and its subsidiariesretention as a consultant to, the Executive Company, the Consultant has obtained and will obtain such knowledge, contacts, know-how, confidential and proprietary information, training and experience and there is a substantial probability that such knowledge, know-how, contactstraining, training information and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, 's substantial detriment. Therefore, the Executive Consultant agrees that that, for the period commencing on the date of this Agreement and ending on two years after the first anniversary Commencement Date (the "Restricted Period"), the Consultant shall not, in (a) any location where the Company, or any predecessor to the Company's business, has conducted business during the five-year period prior to the expiration of the termination of the Executive’s employment hereunder Consulting Term or (such period is hereinafter referred to as the “Restricted Period”b) with respect to in any State location in which the Company is engaged specifically intends to conduct business which location shall be described in business during a written notice delivered to the Employment Consultant within ninety (90) days following the expiration of the Consulting Term, the Executive shall not participate or engage, directly or indirectly, for himself herself or on behalf of or in conjunction with any person, partnership, corporation or other entity, entity whether as an employee, agent, officerinvestor, director, partner or joint venturerotherwise, in any business activities (a "Competitive Activity") if such activity consists constitutes the purchase, marketing, distribution, sale or provision of any activity undertaken products or expressly contemplated services that are similar to be undertaken products or services then being purchased, marketed, distributed, sold, or provided by the Company or any of its subsidiaries successors, including, without limitation, the sale or by reinsurance of life insurance products; provided, however, that the Executive at any time during the last three (3) years Consultant may maintain and/or undertake purely passive investments on behalf of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeherself, directly or indirectlyher immediate family, with the Company or any of its subsidiaries or affiliates, trust in companies engaged in a Competitive Activity so long as prior to accepting the aggregate interest represented by such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will investments does not render exceed 1% of any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, class of the existence outstanding debt or equity securities of this Agreement and provide such employer with any company engaged in a copy of this AgreementCompetitive Activity.

No Competing Employment. The Executive acknowledges that the ----------------------- agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's business and assets and by his current employment with the Company and its subsidiariesCompany, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, 's substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement Commencement Date and ending on the first anniversary of Eighteen (18) months following the termination of the Executive’s 's employment hereunder (such period is hereinafter referred to as the “"Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term"), the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or shareholder, partner, joint venturer, investor, lender, advisor, consultant or otherwise, in any business activities activity if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in Notwithstanding the foregoing, (i) the Executive shall have no obligation under this Section 7(a) in the event of a termination of employment due to the delivery of a notice of non-extension of the Employment Term by the Company as contemplated by Section 2 hereof unless the Company shall not prevent continue to pay Executive his Salary and Guaranteed Bonus during the Restricted Period pursuant to a written notice of its intent to do so and (ii) and except as limited by the Company's policies and procedures, the Executive from accepting employment with may invest in securities of any competitive enterprise, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a large diversified organization with separate controlling person of, or a member of a group that controls, such entity and distinct divisions that do not compete(C) the Executive does not, directly or indirectly, with the Company own five percent or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, more of the existence voting securities of this Agreement and provide such employer with a copy of this Agreemententity.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, ’s business and assets and by his her current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, ’s substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, ’s business and assets and by his current employment with the Company and its subsidiaries, the . The Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, ’s substantial detriment. Therefore, the Executive agrees that for the a period commencing on the date of this Agreement and ending on the first anniversary of the date of termination of the Executive’s employment hereunder (such period in case of Executive’s resignation other than for Good Reason or termination by the Company for Cause, or for as long as severance is hereinafter being paid by Company under Section 6(d) in case of Executive’s termination by the Company without Cause or by Executive for Good Reason referred to as the “Restricted Period”) ), with respect to any State state in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employeeExecutive, agent, officer, director, partner shareholder, partner, joint venture, investor or joint venturerotherwise, in any business activities if such activity consists which directly competes with Company’s business activities. For the purposes of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a), the Company’s business activities shall be defined as the Company’s product lines that either (i) shall not prevent generate more than ten percent of the Company’s revenues or (ii) constitute the then current or planned strategic initiative of the Company. Both (i) and (ii) apply in those geographic regions where the Company operates. Subject to the foregoing, nothing contained herein is meant to preclude Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeengaging in the prepaid card industry in its entirety, directly or indirectly, with the unless Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or engages in business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementfor all prepaid product lines in all prepaid regions worldwide.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his her current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself herself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Prior to the Termination Date, Executive hereby acknowledges that in the agreements and covenants contained in this Section 7 are essential to protect the value course of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his current Executive's employment with the Company and its subsidiariesCompany, the Executive has obtained become familiar, and will obtain such knowledgebecome familiar, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to with the substantial advantage of a competitor trade secrets of the Company or any and with other confidential information concerning the Company , and that Executive's services have been and will be of its subsidiaries or affiliates special, unique and extraordinary value to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive hereby agrees that for until the period commencing on Termination Date, Executive shall not, unless Executive receives the date of this Agreement and ending on the first anniversary prior written consent of the termination Board of Directors of the Executive’s employment hereunder Company (the "BOARD"), directly or indirectly, knowingly own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected, an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes with the business of the Company as such period is hereinafter referred to businesses exist or are in the process of being formed or acquired as of the “Restricted Period”) with respect to Termination Date, within any State geographical area in which the Company is engaged in business engaged, services customers, or was actively planning to engage during the Employment TermTerm or as of the Termination Date; PROVIDED, the Executive HOWEVER, that this Section 5.02 shall not participate or engageproscribe Executive's ownership, either directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if such activity consists less than one percent of any activity undertaken class of securities which are listed on a national securities exchange or expressly contemplated to be undertaken by quoted on the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years automated quotation system of the Employment Term. The foregoing restrictions contained in National Association of Securities Dealers, Inc. For purposes of this Section 7(a) Agreement, an individual or entity shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, be deemed to compete with the Company if, at the time the Executive provides services to such individual or entity, said individual or entity offers for sale any of its subsidiaries the services or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to products (i) then being offered for sale by the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with (ii) which the Company or any of its subsidiaries or affiliateshas then existing plans to offer within the next six months. During the Restricted PeriodA competing entity shall include, the Executive will inform any new employerbut not be limited to, prior to accepting employmentRBOCs, of the existence of this Agreement ILECs and provide such employer with a copy of this AgreementCLECs.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's and/or New Payoneer’s business and assets and by his current employment with the Company and its subsidiaries, the . The Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and/or New Payoneer and to the Company’s, or any of its subsidiaries’ or affiliates’, 's and/or New Payoneer’s substantial detriment. Therefore, the Executive agrees that for the a period commencing on the date of this Agreement and ending on the first anniversary of the date of termination of the Executive’s 's employment hereunder in case of Executive's resignation, or for as long as severance is being paid by Company in case of Executive's termination by the Company under Section 7 (such d) (it being agreed that the Company may request and Executive shall agree to continue the period during which severance is hereinafter being paid under Section 7(d) beyond six (6) and up to twelve (12) months) (respectively referred to as the “Restricted Period”) with respect to ), the Executive shall not, in any State state or other geographic region in which the Company is and/or New Payoneer engaged in business activities at any time during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employeeexecutive, agent, officer, director, partner or shareholder, partner, joint venturer, investor or otherwise, in any business activities if such activity consists which directly competes with Company's and/or New Payoneer’s business activities. For the purposes of any activity undertaken this Section 8(a), the Company’s and New Payoneer’s business activities shall be defined as the Company’s and/or New Payoneer’s respective product lines that either (i) generate more than ten percent (10%) of the Company’s and/or New Payoneer’s respective revenues or expressly contemplated to be undertaken by (ii) constitute the then current or planned strategic initiative of the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementand/or New Payoneer.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, ’s business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, ’s substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner or shareholder, partner, joint venturer, investor or otherwise, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliatesCompany. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, Payoneer's business and assets and by his current employment with the Company and its subsidiaries, the . The Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or Payoneer and its subsidiaries and to any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, their substantial detriment. Therefore, the Executive agrees that for the a period commencing on the date of this Agreement and ending on the first anniversary of the date of termination of the Executive’s 's employment hereunder in case of Executive's resignation, or for as long as severance is being paid by Company in case of Executive's termination by the Company under Section 6 (such period is hereinafter d) (respectively referred to as the “Restricted Period”) with respect to ), the Executive shall not, in any State state or other geographic region in which the Company is Payoneer and its subsidiaries engaged in business activities at any time during the Employment Term, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employeeexecutive, agent, officer, director, partner or shareholder, partner, joint venturer, investor or otherwise, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of which directly competes with Payoneer and its subsidiaries or by business activities (the Executive at any time during “Restricted Business”). For the last three (3) years purposes of the Employment Term. The foregoing restrictions contained in this Section 7(a), Payoneer and its subsidiaries’ business activities shall be defined as Payoneer’s respective product lines that either (i) generate more than ten percent (10%) of Payoneer’s revenues or (ii) constitute the then current or planned strategic initiative of Payoneer. Notwithstanding the foregoing, the following shall not prevent the Executive from accepting employment with be deemed a large diversified organization with separate and distinct divisions that do not competebreach of this Section 7(a): (i) owning, directly or indirectly, with solely as an investment, up to three percent (3%) of any class of securities of any business (whether public or private) that is engaged in the Company Restricted Business; (ii) owning a passive equity interest in a private debt or equity investment fund in which Executive does not have the ability to control or exercise any of its subsidiaries or affiliates, so long as prior managerial influence over such fund; (iii) any activity consented to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to in advance in writing by the Company, to the effect that the Executive will not render any services, directly ; (iv) performing speaking engagements and receiving honoraria in connection with such engagements; or indirectly, (v) providing services to any division government agency, college, university, or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementother non-profit research organization.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value nature of the Company’sCorporation’s business and Executive’s position with the Corporation is such that if the Executive were to become employed by, or any of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiariessubstantially involved in, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage business of a competitor of the Company or any of its subsidiaries or affiliates and to Corporation during the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of twelve (12) months following the termination of Executive’s employment with the Corporation, it would be very difficult for the Executive not to rely on or use the Corporation’s trade secrets and Confidential Information. Thus, to avoid the inevitable disclosure of the Corporation’s trade secrets and confidential information, and to protect such trade secrets and Confidential Information and the Corporation’s relationships and goodwill with customers, during the Executive’s employment hereunder with the Corporation and for a period of twelve (such period is hereinafter referred to as 12) months after the date the Executive’s employment with the Corporation terminates for any reason (the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term), the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or indirectly engage in conjunction with any person, partnership, corporation or other entity, (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, directordirector or otherwise), partner nor have any direct or joint venturerindirect ownership interest in, or directly or indirectly participate in the financing, operation, management or control of, any person, firm, corporation or business activities if such activity consists of any activity undertaken located anywhere in the continental United States where the Corporation presently conducts business or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive conducts business at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions Restricted Period that do not compete, directly or indirectly, competes with the Company or any Corporation in the business of its subsidiaries or affiliates(i) providing software and IT systems and services to community and rural hospitals and/or long-term care/skilled nursing facilities, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect (ii) healthcare systems (a “Competitive Business”); provided that the Executive will may perform services for an entity that is engaged in a Competitive Business to the extent that (i) his services are performed solely and exclusively in connection with a line of business that the Corporation has not render engaged in, and that does not compete with any servicesbusiness that the Corporation has engaged in, directly during the term of this Agreement and (ii) the entity for which the Executive is performing services does not derive more than 20% of its revenue (either alone or indirectlytogether with its affiliates) from the Competitive Business; and provided further, however, that the Executive may purchase and hold only for investment purposes less than two percent (2%) of the shares of any corporation in competition with the Corporation whose shares are regularly traded on a national securities exchange or inter-dealer quotation system, and provided further that the Executive may provide services to any division business or business unit entity that competeshas a line of business, directly division, subsidiary or indirectlyother affiliate that is a Competitive Business if, with the Company or any of its subsidiaries or affiliates. During during the Restricted Period, the Executive will inform any new employeris not employed directly in such line of business or division or by such subsidiary or other affiliate that is a Competitive Business and is not involved directly in the management, prior to accepting employmentsupervision or operations of such line of business, division, subsidiary or other affiliate that is a Competitive Business. For purposes of the existence of this Agreement foregoing proviso, the Executive may provide services in a position with oversight for a Competitive Business, but only so long as the Executive agrees to recuse himself and provide such employer with a copy of this Agreementto refrain from any participation in discussions or deliberations relating to the Competitive Business.

No Competing Employment. The Executive acknowledges that Until December 31, 2001, Xx. XXXXXX shall not, unless he receives the agreements and covenants contained in this Section 7 are essential to protect the value prior written consent of the Company’s, directly or indirectly own an interest in, manage, operate, join, control, lend money or render financial assistance to, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that, at such time directly competes with, or any of its subsidiaries’ or affiliates’intends to compete with, business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or its affiliates in the business of underwriting, purchasing, securitizing, selling or servicing subprime credit grade secured loans or any other principal line of business engaged in by the Company at the time of such termination (a "Competing Company"). Notwithstanding the foregoing, Xx. XXXXXX shall be entitled to own securities of any entity if such securities are registered under Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended, and, upon approval of the Company's Board of Directors, Xx. XXXXXX shall be entitled to purchase securities of a Competing Company entity if such securities are offered to investors irrespective of any employment or other participation in the entity by the investor. In addition, Xx. XXXXXX may engage in any of its subsidiaries or affiliates and to the Company’sbusinesses described in Appendix B attached hereto without violating this Section 7c. 7d. PROHIBITION ON SOLICITATION OF CUSTOMERS. Until December 31, or any of its subsidiaries’ or affiliates’2001, substantial detrimentXx. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination of the Executive’s employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company is engaged in business during the Employment Term, the Executive XXXXXX shall not participate or engagenot, directly or indirectly, either for himself Xx. XXXXXX or on behalf of for any other person or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner solicit any person or joint venturer, in any entity to terminate such person's or entity's contractual and/or business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by relationship with the Company or its affiliates, nor shall XX. XXXXXX interfere with or disrupt or attempt to interfere with or disrupt any such relationship. 7e. PROHIBITION OF SOLICITATION OF THE COMPANY'S EMPLOYEES OR INDEPENDENT CONTRACTORS AFTER TERMINATION. Until December 31, 2001, Xx. XXXXXX shall not directly or indirectly solicit any of the Company's or its subsidiaries affiliates' employees, agents, or by independent contractors to leave the Executive at any time during the last three (3) years employ of the Employment TermCompany or its affiliates for a competitive company or business, and Xx. The foregoing restrictions contained XXXXXX will not in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeany capacity, directly or indirectly, hire or cause to be hired, any the Company's or its affiliates' current or former employees, who voluntarily terminate their employment, for a period of at least one hundred twenty (120) days after the termination of their employment with the Company or any of its subsidiaries or affiliates, so long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive . This employee hiring prohibition will not render any services, directly or indirectly, apply to any division or business unit that competes, directly or indirectly, with employee which the Company or any its affiliates terminates. If Xx. XXXXXX breaches this provision, whether intentionally or inadvertently, he shall have fifteen (15) days from the earlier of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, (i) his discovery of the existence breach or (ii) his receipt of written notice from the Company about the breach, in which to cure the breach. The Company's notice under clause (ii) in the preceding sentence must be delivered within 90 days after the applicable employee has commenced the employment deemed to breach this Agreement and provide such employer with a copy of this AgreementParagraph 7e.

No Competing Employment. The Executive acknowledges that and recognizes the agreements and covenants contained in this Section 7 are essential to protect the value highly competitive nature of the Company’s, or any businesses of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiariesCorporation, the Executive has obtained amount of sensitive and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to confidential information involved in the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for the period commencing on the date of this Agreement and ending on the first anniversary of the termination discharge of the Executive’s employment hereunder position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees that, during the Period of Employment and for a period of one year following the Severance Date (such or, if longer, during any period is hereinafter referred to as the “Restricted Period”) with respect to any State in which the Company Executive is engaged receiving severance or other payments from the Corporation hereunder, or during any period in business during which any equity-based award granted by the Employment TermCorporation to the Executive remains outstanding and unvested), the Executive shall not participate or engagenot, without prior written approval of the Corporation, directly or indirectlyindirectly own an interest in, for himself manage, operate, join, control, lend money or on behalf of render financial assistance to, as an officer, employee, partner, stockholder, consultant or in conjunction with otherwise, any personindividual, partnership, firm, corporation or other entitybusiness organization or entity that, whether as an employee, agent, officer, director, partner or joint venturer, in any business activities if at such activity consists of any activity undertaken or expressly contemplated to be undertaken by the Company or any of its subsidiaries or by the Executive at any time during the last three (3) years of the Employment Term. The foregoing restrictions contained in this Section 7(a) shall not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, competes with the Company Group in the business of, underwriting, purchasing, securitizing, selling or any servicing residential mortgage loans and lines of its subsidiaries credit (a “Competing Company”). In addition, a business that does not directly compete with the Company Group but is affiliated with an individual, partnership, firm, corporation or affiliates, other business organization or entity that does compete with the Company Group shall not itself be considered a Competing Company so long as prior to accepting not more than one-third of the aggregate gross revenues, and not more than one-third of the aggregate net income, of such employment business and its affiliates (in each case, on a consolidated basis for the Company receives separate written assurances fiscal year immediately preceding the fiscal year in which the Executive becomes involved with such business) is derived from the prospective employer business of underwriting, purchasing, securitizing, selling or servicing residential mortgage loans and from lines of credit. Notwithstanding the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Periodforegoing, the Executive will inform any new employer, prior shall be entitled to accepting employment, own up to 5% of the existence outstanding securities of any entity if such securities are registered under Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended, and, upon approval of the Board, the Executive shall be entitled to purchase securities of a Competing Company entity if such securities are offered to investors irrespective of any employment or other participation in the entity by the investor. Furthermore, the Executive may hold less than five percent (5%) interest in mutual funds, private equity funds, hedge funds and similar pooled entities that have interests in competitive entities so long as such investments are completely passive; provided, however, that in no event shall the Executive’s aggregate ownership (whether such ownership is direct or through a fund or other entity) in any Competing Company exceed 5% of the outstanding securities of such entity. For purposes of this Agreement Section 7.3 and provide such employer with a copy Sections 7.4, 7.5 and 7.8, the vested portion of this Agreementany equity-based award shall be determined before giving effect to any accelerated vesting or continued vesting that may otherwise be required pursuant to Section 5.3(b) or any similar provision of the applicable award agreement.

No Competing Employment. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, business and assets and by his current employment with the Company and its subsidiaries, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, substantial detriment. Therefore, the Executive agrees that for During the period commencing beginning on the date of this Agreement Effective Date and ending on the first anniversary of the termination Date of the Executive’s employment hereunder Termination (such period is hereinafter referred to as the “Restricted Period”) with respect to any State in which ), you shall not, without the Company is engaged in business during prior written consent of the Employment Term, the Executive shall not participate or engageBoard, directly or indirectly, for himself whether as owner, consultant, employee, partner, venturer, or on behalf agent, through stock ownership, investment of capital, lending of money or property, rendering of services, or otherwise (except ownership of less than 5% of the number of shares outstanding of any securities which are publicly traded), (i) compete in conjunction any Excluded Location with any person, partnership, corporation the Business or other entity(ii) provide services to, whether as an employeeemployee or consultant, agentown, officermanage, directoroperate, partner control, participate in or be connected with (as a stockholder, partner, or any similar ownership interest) any corporation, firm, partnership, joint venturerventure, sole proprietorship or other entity that competes with the Business in any Excluded Location, except for the aforementioned 5% ownership of publicly traded securities; provided that, in any business activities if such activity consists of any activity undertaken or expressly contemplated to be undertaken by the event that your employment with the Company is terminated as a result of either you or any the Company delivering a notice of its subsidiaries or by non-renewal in accordance with Section 1 above, then, following the Executive at any time during Date of Termination, the last three (3) years of Company may elect to have the Employment Term. The foregoing restrictions contained in this Section 7(a6(a) apply for a one-year period following the Date of Termination, in which event the Company shall continue to pay you for such one-year period a monthly amount equal to (A) your Base Salary (at the annual rate in effect at the end of the Term) plus your then target Annual Bonus, divided by (B) twelve; and provided further that, if the Company desires to have the restrictions in this Section 6(a) apply to you for such one-year period it must notify you in writing of such election at the time that the Company delivers to you its notice of non-renewal or within 30 days following the Company’s receipt of the notice of non-renewal from you; and provided further that you shall not be eligible to receive the payments of Base Salary and Annual Bonus contemplated by this sentence during any portion of such one-year period that you are in breach of the provisions of this Section 6(a) (provided that the Company shall give you written notice of such breach and an opportunity to cure, if curable, and you shall be entitled to receive such payments in the event that such breach is cured), but the restrictions set forth in this Section 6(a) shall not prevent continue to apply to you for such one-year period. Notwithstanding the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not competeforegoing provisions of this Section 6(a), directly or indirectly, (i) an entity will be treated as competing with the Company Business in an Excluded Location only if such entity operates (A) a store that is typically considered to be a “supermarket” or any “supercenter” or (B) a “wholesale grocery business” (as such terms are reasonably and customarily understood in the Business) in such Excluded Location; and (ii) you will not be in violation of its subsidiaries this Section 6(a) if you are employed by or affiliatesproviding services to a regional chain of stores that is affiliated with another entity that competes with the Business in an Excluded Location, so long as prior to accepting (A) such employment regional chain does not compete with the Company receives separate written assurances from the prospective employer Business in any Excluded Location and from the Executive, satisfactory to the Company, to the effect that the Executive will (B) you do not render services in any services, directly or indirectly, capacity to any division or business unit that competes, directly or indirectly, with such other entity other than the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior services rendered to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreementregional chain.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 7 8 are essential to protect the value of the Company’s, or any of its subsidiaries’ or affiliates’, 's business and assets and (ii) by virtue of his current employment with the Company and its subsidiariesCompany, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and of such a character that there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company or any of its subsidiaries or affiliates and to the Company’s, or any of its subsidiaries’ or affiliates’, 's substantial detriment. Therefore, the Executive agrees that that, for the period (the "Restricted Period") commencing on the date of this Agreement and ending on the first anniversary of date which is two years after the termination of the Executive’s 's employment hereunder (such period is hereinafter referred to as the “Restricted Period”) with respect to for any State in which the Company is engaged in business during the Employment Termreason, the Executive shall not participate or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, agent, officer, director, partner investor or joint venturerotherwise, in any business activities (a "Competitive Activity") if such activity consists constitutes the manufacturing, production, sale or provision of any activity undertaken products or expressly contemplated to be undertaken services that are similar to, or competitive with, products or services then being manufactured, produced, sold or provided by the Company or any of its subsidiaries or by which the Executive Company (at any time during the last three (3Employment Term) years planned to manufacture, produce, sell or provide; provided, however, that the Executive may maintain and/or undertake purely passive investments on behalf of himself, his immediate family or any trust on behalf of himself or his immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the Employment Termoutstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. The foregoing Executive, however, shall not be bound by the restrictions contained in this Section 7(a8(a) if the Company shall not prevent have failed to comply with its obligations under Section 11 of this Agreement after the Executive from accepting Executive's employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company or any of its subsidiaries or affiliates, so long as prior is terminated pursuant to accepting such employment the Company receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company or any of its subsidiaries or affiliates. During the Restricted Period, the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this AgreementSection 7(d) hereof.