Common use of No Competition Clause in Contracts

No Competition. During the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary of the expiration thereof, the Executive shall not directly or indirectly engage in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the restriction in this section shall apply to the reasonable and limited geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations or customers, or otherwise conducts business. For purposes of this section, the Executive shall be deemed to engage in a business if he directly or indirectly engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section is invalid or against public policy, the remaining provisions of this section and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companies. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During Throughout the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary term of the expiration thereofthis Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly engages during the Term term of the this Agreement; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations operations, or customers, or otherwise conducts business. For purposes of this sectionSection 12, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementbanking; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesCompany. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During Throughout the Term term of the Agreement and, unless the Agreement terminates pursuant to Section 3, 5(a) or 5(e5(c), through the first anniversary of the expiration thereof, the Executive shall not directly or indirectly engage in the business of acquiring oil and natural gas reserves and oil and natural gas production and exploitation; or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term term of the Agreement; provided, however, that the restriction in this section Section 10 shall apply only to the reasonable and limited geographic area consisting of any state in which any member of the Company or its affiliated companies Group directly or indirectly has offices, operations operations, or customers, or otherwise conducts business; and provided further that if the Agreement terminates pursuant to Section 5(b), the Executive shall be subject to the provisions of this Section 10 only if the Company pays the Executive in a lump sum an amount equal to the annual Base Salary in effect at the Date of Termination. For purposes of this sectionSection 10, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementacquiring oil and natural gas reserves and oil and natural gas production and exploitation; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. ; The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 10 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 10 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section is invalid or against public policy, the remaining provisions of this section and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companies. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.that

No Competition. During Throughout the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary term of the expiration thereofthis Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly engages during the Term term of the this Agreement; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations operations, or customers, or otherwise conducts business. For purposes of this sectionSection 12, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementbanking; providedProvided, howeverHowever, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesCompany. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During Beginning on the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through closing date of the first anniversary Acquisition Transaction and continuing throughout the period in which the Executive serves as an employee of the expiration thereofCompany and for one year thereafter, the Executive shall not directly or indirectly engage in any business which is competitive that competes with any the business of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during as such business may exist from time to time or, following the Term termination of the AgreementExecutive's employment, as such business may exist on the date of such termination (it being understood that the business of the Company shall be deemed to refer to the business or businesses of its operating subsidiaries acquired in Acquisition Transactions and not to the investment business generally); provided, however, that the restriction in this section Section 11 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations or customers, or otherwise conducts businessbusiness as contemplated above. For purposes of this sectionSection 11, the Executive shall be deemed to engage in a business if he directly or indirectly engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise engaged in any business which is competitive competes with any the business of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementas defined herein; provided, howeverfurther, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. Notwithstanding any of the foregoing, in no event shall the Executive's activities with any Equity Investment Fund or in connection with any activities otherwise permitted under or contemplated in Section 1 of this Agreement be deemed a violation by Executive of this Section 11. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 11 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 11 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 11 is invalid or against public policy, the remaining provisions of this section Section 11 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesreasonable. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary of the expiration thereof, the Executive shall not directly or indirectly engage in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the restriction in this section shall apply to the reasonable and limited 14 15 geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations or customers, or otherwise conducts business. For purposes of this section, the Executive shall be deemed to engage in a business if he directly or indirectly engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section is invalid or against public policy, the remaining provisions of this section and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companies. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During Until August 1, 2004, or until 15 months following the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary consummation of an initial public offering of the expiration thereofCompany's common stock, whichever first occurs, the Executive shall not directly or indirectly engage in the business of operating a state or national bank or company providing similar services, or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term of the AgreementEmployment Term; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which where any member of the Company Group has an office, bank location or its affiliated companies directly or indirectly place of business, and Texas and any state that has offices, operations or customers, or otherwise conducts businessa contiguous border with the State of Texas. For purposes of this sectionSection 12, the Executive shall be deemed to engage in such a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or Cargill Executive Employment Agreement 8 participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in operating a state or national bank or other company providing similar services to those provided by the any business which is competitive with any member of those business activities in which the Company or its affiliated companies were engaged directly or indirectly Group during the Term of the AgreementEmployment Term; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) 12 of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company and its Affiliates is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companiesaffiliates' investment in their business businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies affiliates, the Executive's reputation in the markets for the Company's and its affiliates' businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesaffiliates. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihoodtherefor.

No Competition. During Until October 6, 2005, and while employed by the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary of the expiration thereofCompany, the Executive shall not directly or indirectly engage in the business of operating a state or national bank or company providing similar services, or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term of the AgreementEmployment Term; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which where any member of the Company Group has an office, bank location or its affiliated companies directly or indirectly place of business, and Texas and any state that has offices, operations or customers, or otherwise conducts businessa contiguous border with the State of Texas. For purposes of this sectionSection 12, the Executive shall be deemed to engage in such a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in operating a state or national bank or other company providing similar services to those provided by the any business which is competitive with any member of those business activities in which the Company or its affiliated companies were engaged directly or indirectly Group during the Term of the AgreementEmployment Term; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) 12 of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company and its Affiliates is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companiesaffiliates' investment in their business businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies affiliates, the Executive's reputation in the markets for the Company's and its affiliates' businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesaffiliates. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihoodtherefor.

No Competition. During In consideration for being given access to Confidential Information by the Term and, unless Company upon the execution of this agreement the Executive acknowledges and agrees that: 11.1. He shall not directly or indirectly engage in the business of acquiring oil and natural gas reserves and oil and natural gas production and exploitation; or any other business in which any member of the Company Group directly or indirectly engages during the term of the Agreement. This provision shall apply during the term of the Agreement terminates pursuant to Section 5(a) or 5(e)and, through the first anniversary of the expiration thereof, the Executive shall not directly or indirectly engage in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the restriction in this section Section 11 shall apply only to the reasonable and limited geographic area consisting of any state in which any member of the Company or its affiliated companies Group directly or indirectly has offices, material operations as of the Date of Termination or customers, or otherwise conducts businessexpiration of this Agreement whichever comes first. For purposes of this sectionSection 10, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementacquiring oil and natural gas reserves and oil and natural gas production and exploitation; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess have Beneficially Ownership of more than 5% of the outstanding capital stock of such enterprise; 11.2. The Executive agrees that if If a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 11 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 10 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 11 is invalid or against public policy, the remaining provisions of this section Section 11 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. 11.3. The Executive acknowledges geographic area in which the Company Group does business is the continental United States in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and investment of the Company Group in its affiliated companies' investment in their business and the goodwill thereofassociated therewith. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company oil and its affiliated companies gas industry, his reputation therein and the Executive's his relationship with the suppliers, customers and clients of the Company and its affiliated companiesGroup. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.

No Competition. During Until August 1, 2004, or until 15 months following the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary consummation of an initial public offering of the expiration thereofCompany's common stock, whichever first occurs, the Executive shall not directly or indirectly engage in the business of operating a state or national bank or company providing similar services, or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term of the AgreementEmployment Term; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which where any member of the Company Group has an office, bank location or its affiliated companies directly or indirectly place of business, and Texas and any state that has offices, operations or customers, or otherwise conducts businessa contiguous border with the State of Texas. For purposes of this sectionSection 12, the Executive shall be deemed to engage in such a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or Grant Executive Employment Agreement 8 participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in operating a state or national bank or other company providing similar services to those provided by the any business which is competitive with any member of those business activities in which the Company or its affiliated companies were engaged directly or indirectly Group during the Term of the AgreementEmployment Term; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) 12 of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company and its Affiliates is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companiesaffiliates' investment in their business businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies affiliates, the Executive's reputation in the markets for the Company's and its affiliates' businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesaffiliates. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihoodtherefor.

No Competition. During In consideration for being given access to Confidential Information by the Term and, unless Company upon the execution of this agreement the Executive acknowledges and agrees that: 11.1. He shall not directly or indirectly engage in the business of acquiring oil and natural gas reserves and oil and natural gas production and exploitation; or any other business in which any member of the Company Group directly or indirectly engages during the Employment Period. This provision shall apply during the term of the Agreement terminates pursuant to Section 5(a) or 5(e), and through the first anniversary of the expiration thereof, the Executive shall not directly or indirectly engage in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the restriction in this section Section 11 shall apply only to the reasonable and limited geographic area consisting of any state in which any member of the Company or its affiliated companies Group directly or indirectly has offices, material operations as of the Date of Termination or customers, or otherwise conducts businessexpiration of this Agreement whichever comes first. For purposes of this sectionSection 11, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company acquiring oil and natural gas reserves or its affiliated companies were engaged directly or indirectly during the Term of the Agreementoil and natural gas production and exploitation; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess have Beneficial Ownership of more than 5% of the outstanding capital stock of such enterprise; 11.2. The Executive agrees that if If a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 11 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 11 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 11 is invalid or against public policy, the remaining provisions of this section Section 11 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. 11.3. The Executive acknowledges geographic area in which the Company Group does business is the continental United States in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and investment of the Company Group in its affiliated companies' investment in their business and the goodwill thereofassociated therewith. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company oil and its affiliated companies gas industry, his reputation therein and the Executive's his relationship with the suppliers, customers and clients of the Company and its affiliated companiesGroup. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means or opportunities available to him for the pursuit of his livelihoodprofession or livelihood that will not be impaired by this Section 11.

No Competition. During Until August 1, 2004, or until 15 months following the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary consummation of an initial public offering of the expiration thereofCompany's common stock, whichever first occurs, the Executive shall not directly or indirectly engage in the business of operating a state or national bank or company providing similar services, or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term of the AgreementEmployment Term; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which where any member of the Company Group has an office, bank location or its affiliated companies directly or indirectly place of business, and Texas and any state that has offices, operations or customers, or otherwise conducts businessa contiguous border with the State of Texas. For purposes of this sectionSection 12, the Executive shall be deemed to engage in such a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in operating a state or national bank or other company providing similar services to those provided by the any business which is competitive with any member of those business activities in which the Company or its affiliated companies were engaged directly or indirectly Group during the Term of the AgreementEmployment Term; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities Hortenstine Executive Employment Agreement 8 exchange or have been registered under Section 12(g) 12 of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company and its Affiliates is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companiesaffiliates' investment in their business businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies affiliates, the Executive's reputation in the markets for the Company's and its affiliates' businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesaffiliates. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihoodtherefor.

No Competition. During (a) Employee, without the prior written consent of Employer, shall not (and shall cause his spouse, children and their affiliates not to), either during the Employment Term and, unless if Employee voluntarily resigns or is terminated "for cause" hereunder, for two years subsequent to the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary end of the expiration thereofEmployment Term, the Executive shall not directly or indirectly engage indirectly, as a proprietor, director, officer, employee, partner, stockholder, consultant, owner or otherwise, render services to, acquire any interest in, or options or other rights to acquire any interest in, or participate in the affairs of any business business, regardless of location, which is competitive with the business of Employer (a "Competitive Enterprise"); PROVIDED, HOWEVER, that the foregoing shall not be deemed to prohibit Employee from (i) acquiring solely as an investment, securities of such Person so long as (x) Employee does not own or have the right to acquire securities of such Person that constitute more than 2.5% of the equity of such Person, on an outstanding or a fully diluted basis, and (y) Employee does not participate in any way in the management of those such Person and is not employed by such Person, (ii) serving as a director of any Person Competitive Enterprise, (iii) owning the interest that Employee owns on the date hereof in Fairfax Imports, Inc., and Xxxxxx Brunswick Automobiles, Inc., (iv) operating any business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term Employee acquires a direct interest pursuant to Section 4.06 of the operating Agreement; provided, (v) continuing the current business of Nallay Western Life Insurance Company and Kenwood Insurance Company Ltd. (it being agreed and understood, however, that all future finance and insurance business after the restriction in this section shall apply to the reasonable and limited geographic area consisting of any state in which the date Insurance Company or its affiliated companies Kenwood Insurance Company Ltd.), and (vi) continuing the current business of Xxxxxx Equipment Leasing, Ltd. until the expiration of the current leases held thereby. In addition, Employee's children (notwithstanding the foregoing) shall be permitted to engage in Competitive Enterprises (and Employee shall be permitted to make loans to such Competitive Enterprises) as long as (i) the "Xxxxxx" name is not used directly or indirectly has officesin connection with such Competitive Enterprises and (ii) such Competitive Enterprises shall not solicit, operations hire or customersemploy employees or former employees of Employer or its affiliates at any time while such employees are employees of Employer or its affiliates, or otherwise conducts business. For purposes within six months thereafter. (b) It is the desire and intent of the parties that the provision of this sectionSection 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, the Executive if any particular portion of this Section 5 shall be adjudicated to be invalid or unenforceable, this Section 5 shall be deemed amended to engage in a business if he directly modify or indirectly engages delete therefrom the portion thus adjudicated to be invalid or invests inunenforceable, owns, manages, operates, controls such modification or participates deletion to apply only with respect to the operation of this paragraph in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise engaged in any business which is competitive with any of those business activities particular jurisdiction in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreement; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act adjudication is made. It is agreed and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, understood by the parties hereto agree that the restrictions of this section shall remain in full force non-competition undertaking by Employee (with respect to himself and effect. The Executive further agrees that if with respect to his spouse, children and their affiliates) set forth above is a court of competent jurisdiction determines that any provision of this section is invalid or against public policy, the remaining provisions of this section and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companies. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light material part of the consideration paid therefor provided by Employee for the compensation Employee earns pursuant to Section 3 (and for the other opportunities that remain open Company to consummate the transactions contemplated by the Contribution Agreement). Accordingly, if and to the Executive. Moreoverextent this paragraph is applicable and all or any part of this Section 5 is deemed invalid, unenforceable, modified or deleted, the Executive acknowledges that he has other means available compensation provided for in Section 3 shall be reduced by a reasonable amount to him compensate for such invalidity unenforceability, modification or deletion (as the pursuit of his livelihoodcase may be), and Employee shall reimburse Employer for any previous overpayments under Section 3, as so reduced, if and to the extent applicable.

No Competition. During Until August 1, 2004, or until 15 months following the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary consummation of an initial public offering of the expiration thereofCompany's common stock, whichever first occurs, the Executive shall not directly or indirectly engage in the business of operating a state or national bank or company providing similar services, or any other business which is competitive with any of those business activities in which any member of the Company or its affiliated companies were engaged Group directly or indirectly engages during the Term of the AgreementEmployment Term; provided, however, that the restriction in this section Section 12 shall apply only to the reasonable and limited geographic area consisting of any state in which where any member of the Company Group has an office, bank location or its affiliated companies directly or indirectly place of business, and Texas and any state that has offices, operations or customers, or otherwise conducts businessa contiguous border with the State of Texas. For purposes of this sectionSection 12, the Executive shall be deemed to engage in such a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in operating a state or national bank or other company providing similar services to those provided by the any business which is competitive with any member of those business activities in which the Company or its affiliated companies were engaged directly or indirectly Group during the Term of the AgreementEmployment Term; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities Jones Executive Employment Agreement 8 exchange or have been registered xxxxxtered under Section 12(g) 12 of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section Section 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section Section 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section Section 12 is invalid or against public policy, the remaining provisions of this section Section 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company and its Affiliates is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companiesaffiliates' investment in their business businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies affiliates, the Executive's reputation in the markets for the Company's and its affiliates' businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesaffiliates. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihoodtherefor.

No Competition. During Throughout the Term and, unless the Agreement terminates pursuant to Section 5(a) or 5(e), through the first anniversary term of the expiration thereofthis Agreement, the Executive shall not directly or indirectly engage in the business of banking, or any other business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly engages during the Term term of the this Agreement; provided, however, that the restriction in this section SECTION 12 shall apply only to the reasonable and limited geographic area consisting of any state in which the Company or its affiliated companies directly or indirectly has offices, operations operations, or customers, or otherwise conducts business. For purposes of this sectionSECTION 12, the Executive shall be deemed to engage in a business if he directly or indirectly indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any enterprise business engaged in any business which is competitive with any of those business activities in which the Company or its affiliated companies were engaged directly or indirectly during the Term of the Agreementbanking; providedPROVIDED, howeverHOWEVER, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) the Executive does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange ActAct of 1934) in excess of 5% of the outstanding capital stock of such enterprise. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this section SECTION 12 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this section SECTION 12 shall remain in full force and effect. The Executive further agrees that if a court of competent jurisdiction determines that any provision of this section SECTION 12 is invalid or against public policy, the remaining provisions of this section SECTION 12 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. The Executive acknowledges that the business of the Company is national in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its affiliated companies' investment in their business its businesses and the goodwill thereof. The Executive acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Executive has been engaged in the business of the Company and its affiliated companies Company, the Executive's reputation in the markets for the Company's businesses and the Executive's relationship with the suppliers, customers and clients of the Company and its affiliated companiesCompany. The Executive further acknowledges that the restrictions contained herein are not burdensome to the Executive in light of the consideration paid therefor and the other opportunities that remain open to the Executive. Moreover, the Executive acknowledges that he has other means available to him for the pursuit of his livelihood.