Common use of Non-Compete and Non-Solicit Clause in Contracts

Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c), without the prior written consent of the Board: (i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group; and (ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, employ or attempt to employ or enter into any contractual arrangement with, any employee or former employee of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless such employee or former employee has not been employed by any member of the Consolidated Group for a period in excess of six months.

Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c14(c), without the prior written consent of the Board: (i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, contractor agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Consolidate Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i14(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with (x) a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group, and (y) a motor freight carrier business, if such business does not have an office or terminal within two hundred (200) miles of any motor freight carrier office or terminal operated by any member of the Consolidated Group; and (ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, not employ or attempt to employ or enter into any contractual arrangement withassist in employing, any employee or former employee employees of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless for the purpose of having such employee perform services for another person or former employee has not been employed by any member of entity within the Consolidated Group for a period in excess of six monthsUnited States.

Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c12(c), without the prior written consent of the Board: (i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i12(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group; and. (ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, employ or attempt to employ or enter into any contractual arrangement with, any employee or former employee of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless such employee or former employee has not been employed by any member of the Consolidated Group for a period in excess of six months.

Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c), without the prior written consent of the Board: (i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group; and (ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, entity employ or attempt to employ or enter into any contractual arrangement with, with any employee or former employee of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless such employee or former employee has not been employed by any member of the Consolidated Group for a period in excess of six months.

Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c13(c), without the prior written consent of the Board: (i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i13(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with (x) a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group, and (y) a motor freight carrier business, if such business does not have an office or terminal within two hundred (200) miles of any motor freight carrier office or terminal operated by any member of the Consolidated Group; and (ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, not employ or attempt to employ employ, or enter into any contractual arrangement withassist in employing, any employee or former employee of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless for the purpose of having such employee perform services for another person or former employee has not been employed by any member of entity within the Consolidated Group for a period in excess of six monthsUnited States.