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

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and The Executive hereby agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and Company that for a period of one 12 months following the Termination Date: (1a) year thereafter, Employee The Executive shall not, without the prior written consent of the Chief Executive Officer of the Company, directly or indirectly, either engage in, be employed by, act as an employeea consultant or advisor to, employer, independent contractor, consultant, agent, principal, partner, stockholderbe a director, officer, directorowner or partner of, or acquire an interest in, any business engaged in manufacturing implant or dry strip semiconductor processing systems (a “competitive business”), nor directly or indirectly have any other individual interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or representative capacityconsultant, either for his own benefit or the benefit of any other person or entity: (i) engage otherwise engage, invest or participate in a business which competes any competitive business; provided, however, that nothing contained in a material manner with Employer this Section 5.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (directly or indirectly); (b) The Executive shall not actively solicit any employee of the Company or any of its Affiliatessubsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; (iic) contact, solicit The Executive shall not induce or attempt to solicit induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (Company or its Affiliates) during subsidiaries or affiliates to cease doing business with the term of Employee's employment with Employer; Company or (iii) solicit, recruit, induce, encourage its subsidiaries or affiliates or in any way cause interfere with the relationship between any employee such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding customers for the foregoing, the restriction provided in (i) above shall apply following the termination purposes of this Agreement only obligation refers to existing and/or contemplated products as of the time of this Agreement; (d) The applicable time periods set forth in this Section 5.4 shall be extended by the time of any breach by the Executive of any terms of this Agreement; (e) The provisions of Section 5.4 contain the sole and exclusive obligations of the Executive with respect to non-competition and non-solicitation other than those provided by law, if Employee receives the payments any; and (f) The Company acknowledges that negotiations or discussions between or among Executive and benefits provided for in any third party about prospective employment, business ventures, or other opportunities shall not, alone, constitute a breach of Section 5 or 6 above5.4(a) of this Agreement.

Non-Compete and Non-Solicitation. (a) In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthat during the Term of Employment, the Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; comply with the provisions of Section 1 above. (2b) use Unless the Employee’s employment is terminated by the Company without Cause, for the later of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3i) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafterfollowing the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment under Section 6(d)(iv), the Employee shall will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any other individual business that is similar to or representative capacity, either for his own benefit or competitive with the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer conducted by the Company or any of its Affiliates; subsidiaries during or on the date of termination of Employee’s employment. The business of manufacturing, selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to be “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for the later of (i) one (1) year following the last day of the Term of Employment or (ii) contactthe period during which the Company continues to pay Base Salary to the Employee under Section 6(d)(iv) thereafter, solicit the Employee shall not directly, or indirectly, for herself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the business Company or patronage of any of Employer's (its subsidiaries or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or affiliates; (iii) solicitinterfere with, recruit, induce, encourage entice away or in any way cause otherwise attempt to obtain the withdrawal of any employee of Employer the Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an Affiliate) to terminate his/her employment with Employer (independent and separable covenant that shall be enforceable notwithstanding any right or such Affiliate). Notwithstanding remedy that the foregoing, the restriction provided in (i) above shall apply following the termination Company may have under any other provision of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveotherwise.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's ’s (or Affiliate's’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's ’s employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee also acknowledges and agrees that the services he will be performing for Employer, and the Confidential Information and Training he will be provided, may relate to Employer's, and its Affiliate's, strategies, processes and operations throughout the United States and may not be limited to any specific United States geographic location within which TXU Corp., or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i1) engage or participate in a business which competes is engaged in, or conducts, a business which competes, in a material manner manner, with the business of Employer or any of its Affiliates; (ii2) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or an Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii3) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her his employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: : (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his her obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his her promises and agreements contained in the following paragraph. Accordingly, Employee agrees that, that during his her employment with Employer, and for a period of six (6) months thereafter with respect to the prohibitions described in (i) and (ii) below, and one (1) year thereafterthereafter with respect to the prohibition described in (iii) below, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his her own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes competes, in a material manner manner, with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or its Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) an Affiliate during the term of Employee's employment with EmployerEmployer or such Affiliate; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) any Affiliate to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives is entitled to receive the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. (a) In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthat during the Term of Employment, the Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; comply with the provisions of Section 1 above. (2b) use Unless the Employee's employment is terminated by the Company without Cause, for the later of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3i) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafterfollowing the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment under Section 6(d)(iv), the Employee shall will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any other individual business that is similar to or representative capacity, either for his own benefit or competitive with the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer conducted by the Company or any of its Affiliates; subsidiaries during or on the date of termination of Employee's employment. The business of manufacturing, selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to be "competitive" with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for the later of (i) one (1) year following the last day of the Term of Employment or (ii) contactthe period during which the Company continues to pay Base Salary to the Employee under Section 6(d)(iv) thereafter, solicit the Employee shall not directly, or indirectly, for herself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the business Company or patronage of any of Employer's (its subsidiaries or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or affiliates; (iii) solicitinterfere with, recruit, induce, encourage entice away or in any way cause otherwise attempt to obtain the withdrawal of any employee of Employer the Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an Affiliate) to terminate his/her employment with Employer (independent and separable covenant that shall be enforceable notwithstanding any right or such Affiliate). Notwithstanding remedy that the foregoing, the restriction provided in (i) above shall apply following the termination Company may have under any other provision of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveotherwise.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. “Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's the Company’s (or Affiliate's’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee's ’s employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 10.1 or 6 10.2 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1a) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use During the term of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee Newco agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee that it shall not, directly or indirectly, either through one or more subsidiaries, engage or have an interest, alone or in association with others, as an employeea partner or stockholder or through the investment of capital, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, directorlending of money or property, or otherwise, in any business that competes with the products and services provided by MxXxxx and its subsidiaries (other individual or representative capacitythan the Directory Publisher and its subsidiaries) as of the Effective Date; PROVIDED, either however, that it shall not be a violation of this Subsection 10.2(a) for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer Newco or any of its Affiliates; subsidiaries to invest in, own an interest in or acquire, in a single transaction or a series of transactions, all or a majority of the equity interests in, or assets of, any person whose primary business is not the provision of any voice or data telecommunications service (including, without limitation, competitive local exchange carriers, long-distance service providers and the Bell companies) or dial Internet access services. Through the first anniversary of the Effective Date, Newco shall not, directly or indirectly, through one or more of its subsidiaries, on behalf of itself or any other person, (i) recruit or otherwise solicit or induce any person who is an employee as to whom the employer is exempt from legal obligations to pay overtime (referred to as an "exempt employee") of MxXxxx or any of its subsidiaries (other than the Directory Publisher and its subsidiaries) or any of their successors to terminate his or her employment relationship with MxXxxx or its subsidiaries (other than the Directory Publisher and its subsidiaries) or (ii) contactoffer employment to or employ a person who is at that time an exempt employee of MxXxxx or its subsidiaries (other than the Directory Publisher and its subsidiaries) or who was such an employee within ninety days of the time of such offer of employment. The foregoing shall not, solicit however, prohibit Newco or attempt to solicit the business or patronage of any of Employer's its subsidiaries from publishing any general public solicitation of employment opportunities. (b) During the term of this Agreement, MxXxxx agrees that it shall not, directly or Affiliate's) customersindirectly, through one or more subsidiaries, engage or have an interest, alone or in association with others, as partner or stockholder or through the investment of capital, lending of money or property, or prospective customersotherwise, in any business that competes with the products and services provided by the Directory Publisher and its subsidiaries as of the Effective Date; PROVIDED, however, that it shall not be a violation of this Subsection 10.2(b) for MxXxxx or any of its subsidiaries to (i) invest in securities representing less than ten percent of the outstanding capital stock of any person, firmthe securities of which are publicly traded or listed on any securities exchange or automated quotation system, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iiiii) solicitinvest in, recruitown an interest in or acquire, inducein a single transaction or series of transactions, encourage all or in a majority of the equity interests in, or assets of, any way cause person whose primary business is not the business of the publication of telephone directories. Through the first anniversary of the Effective Date, MxXxxx shall not, directly or indirectly, through one or more of its subsidiaries, on behalf of itself or any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoingother person, the restriction provided in (i) above recruit or otherwise solicit or induce any person who is an exempt employee of Newco and its subsidiaries or any of their successors to terminate his or her employment relationship with Newco and its subsidiaries or (ii) offer employment to or employ a person who is at that time an exempt employee of Newco or its subsidiaries or who was such an employee within ninety days of the time of such offer of employment. The foregoing shall apply following not, however, prohibit the termination Telephone Company or any of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveits subsidiaries from publishing any general public solicitation of employment opportunities.

Non-Compete and Non-Solicitation. (a) In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthat during the Term of Employment, the Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; comply with the provisions of Section 1 above. (2b) use Unless the Employee’s employment is terminated by the Company without Cause, for the later of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3i) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafterfollowing the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment under Section 6(c)(iv), the Employee shall will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any other individual business that is similar to or representative capacity, either for his own benefit or competitive with the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer conducted by the Company or any of its Affiliates; subsidiaries during or on the date of termination of Employee’s employment. The business of manufacturing, selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to be “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for the later of (i) one (1) year following the last day of the Term of Employment or (ii) contactthe period during which the Company continues to pay Base Salary to the Employee under Section 6(c)(iv) thereafter, solicit the Employee shall not directly, or indirectly, for herself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the business Company or patronage of any of Employer's (its subsidiaries or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or affiliates; (iii) solicitinterfere with, recruit, induce, encourage entice away or in any way cause otherwise attempt to obtain the withdrawal of any employee of Employer the Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an Affiliate) to terminate his/her employment with Employer (independent and separable covenant that shall be enforceable notwithstanding any right or such Affiliate). Notwithstanding remedy that the foregoing, the restriction provided in (i) above shall apply following the termination Company may have under any other provision of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveotherwise.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employerthe Company's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: : (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employerthe Company's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: : (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes competes, and in a material manner manner, with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate)Employer. Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives is entitled to receive the payments and benefits provided for in Section 5 6 or 6 7 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: -------------------------------- (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business abusiness which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employerthe Company's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and The Executive hereby agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and Company that for a period of one 12 months following the Termination Date: (1a) year thereafter, Employee The Executive shall not, without the prior written consent of the Chief Executive Officer of the Company, directly or indirectly, either engage in, be employed by, act as an employeea consultant or advisor to, employer, independent contractor, consultant, agent, principal, partner, stockholderbe a director, officer, directorowner or partner of, or acquire an interest in, any business engaged in manufacturing implant or dry strip semiconductor processing systems (a "competitive business"), nor directly or indirectly have any other individual interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or representative capacityconsultant, either for his own benefit or the benefit of any other person or entity: (i) engage otherwise engage, invest or participate in a business which competes any competitive business; provided, however, that nothing contained in a material manner with Employer this Section 5.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive's own account and benefit (directly or indirectly); (b) The Executive shall not actively solicit any employee of the Company or any of its Affiliatessubsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; (iic) contact, solicit The Executive shall not induce or attempt to solicit induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (Company or its Affiliates) during subsidiaries or affiliates to cease doing business with the term of Employee's employment with Employer; Company or (iii) solicit, recruit, induce, encourage its subsidiaries or affiliates or in any way cause interfere with the relationship between any employee such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding customers for the foregoing, the restriction provided in (i) above shall apply following the termination purposes of this Agreement only obligation refers to existing and/or contemplated products as of the time of this Agreement; (d) The applicable time periods set forth in this Section 5.4 shall be extended by the time of any breach by the Executive of any terms of this Agreement; (e) The provisions of Section 5.4 contain the sole and exclusive obligations of the Executive with respect to non-competition and non-solicitation other than those provided by law, if Employee receives the payments any; and (f) The Company acknowledges that negotiations or discussions between or among Executive and benefits provided for in any third party about prospective employment, business ventures, or other opportunities shall not, alone, constitute a breach of Section 5 or 6 above5.4(a) of this Agreement.

Non-Compete and Non-Solicitation. Employee acknowledges and 1.1 The Executive agrees that: that he shall not, from the date of this Agreement up till the last day of the period of six months immediately following the effective date (1the “Cessation Date”) that he voluntarily resigns or is terminated (because he (i) is not acting for the best interest of the Company or he conducts material violation of the Company’s article of association, as concluded by the Board of Commissioners in order to perform his obligations and job duties for Employeraccordance with the Company’s article of association, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates (ii) is declared bankrupt or customers; (2) use placed under custody by virtue of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Informationa court ruling, or (iii) is punished due to provide criminal or civil actions by virtue of a court ruling), as a member of the obligations and job duties contemplated under this Agreement without his promises and agreements contained in Board of Directors (the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not“Restricted Period”), directly or indirectly: (a) engage in any business activity as a direct or indirect shareholder, either commissioner, director or employee of a telecommunications operator, which is in competition with the Company’s business as an employeea telecommunication network operator in Indonesia (the “Business”); (b) induce any person which is a client or prospective client of the Business to patronize any business which is in competition with the Business; (c) request or advise any person that is a customer of the Company to withdraw, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, directorcurtail, or cancel any such customer’s business within the scope of the Business; and (d) solicit or entice away from or endeavor to solicit or entice away from the Company, any person who is a Director or an employee of the Company to any party that acts in any other individual competition with the Business. 1.2 The Board of Commissioners of the Company may shorten, or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or waive any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of requirements applicable during any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoingportion of, the restriction Restricted Period if it deems fit in the circumstances, which shall include without limitation the circumstances under which the Executive ceases to be a Director of the Company and the nature of the new or additional position or employment undertaken by the Executive. 1.3 The Executive who voluntarily resigns as a member of the Board of Directors due to new assignment from the Government of the Republic Indonesia shall not be obliged to comply with Article 1.1(a) above, provided in (i) above shall apply following that such Executive complies with the termination prevailing laws and regulations and the Company’s article of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveassociation.

Non-Compete and Non-Solicitation. (a) In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthat during the Term of Employment, the Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; comply with the provisions of Section 1 above. (2b) use Unless the Employee’s employment is terminated by the Company without Cause, for the later of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3i) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafterfollowing the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment under Section 6(c)(iv), the Employee shall will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any other individual business that is similar to or representative capacity, either for his own benefit or competitive with the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer conducted by the Company or any of its Affiliates; subsidiaries during or on the date of termination of Employee’s employment. The business of manufacturing, selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to be “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for the later of (i) one (1) year following the last day of the Term of Employment or (ii) contactthe period during which the Company continues to pay Base Salary to the Employee under Section 6(c)(iv) thereafter, solicit the Employee shall not directly, or indirectly, for himself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the business Company or patronage of any of Employer's (its subsidiaries or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or affiliates; (iii) solicitinterfere with, recruit, induce, encourage entice away or in any way cause otherwise attempt to obtain the withdrawal of any employee of Employer the Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an Affiliate) to terminate his/her employment with Employer (independent and separable covenant that shall be enforceable notwithstanding any right or such Affiliate). Notwithstanding remedy that the foregoing, the restriction provided in (i) above shall apply following the termination Company may have under any other provision of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveotherwise.

Non-Compete and Non-Solicitation. Employee acknowledges and The Executive hereby agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and Company that for a period of one 12 months following the Termination Date: (1a) year thereafter, Employee The Executive shall not, without the prior written consent of the Chief Executive Officer of the Company, directly or indirectly, either engage in, be employed by, act as an employeea consultant or advisor to, employer, independent contractor, consultant, agent, principal, partner, stockholderbe a director, officer, directorowner or partner of, or acquire an interest in, any business engaged in manufacturing implant, rapid thermal processing, photostabilization or dry strip semiconductor processing systems (a "competitive business"), nor directly or indirectly have any other individual interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or representative capacityconsultant, either for his own benefit or the benefit of any other person or entity: (i) engage otherwise engage, invest or participate in a business which competes any competitive business; provided, however, that nothing contained in a material manner with Employer this Section 5.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive's own account and benefit (directly or indirectly); (b) The Executive shall not actively solicit any employee of the Company or any of its Affiliatessubsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; and (iic) contact, solicit The Executive shall not induce or attempt to solicit induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (Company or its Affiliates) during subsidiaries or affiliates to cease doing business with the term of Employee's employment with Employer; Company or (iii) solicit, recruit, induce, encourage its subsidiaries or affiliates or in any way cause interfere with the relationship between any employee such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of Employer customers for the purposes of this obligation refers to existing and/or contemplated products as of the time of this Agreement. (d) The applicable time periods set forth in this Section 5.4 shall be extended by the time of any (1) breach by the Executive of any terms of this Agreement, or an Affiliate(2) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding litigation involving the foregoing, Executive and the restriction provided Company in (i) above shall apply following respect of any of the termination provisions of this Agreement only if Employee receives (whether by the payments and benefits provided for in Section 5 Executive seeking relief from the terms hereof or 6 aboveby the Company seeking to enforce the terms hereof or otherwise).

Non-Compete and Non-Solicitation. Employee acknowledges and The Executive hereby agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and Company that for a period of one 12 months following the Termination Date: (1a) year thereafter, Employee The Executive shall not, without the prior written consent of the Chief Financial Officer of the Company, directly or indirectly, either engage in, be employed by, act as an employeea consultant or advisor to, employer, independent contractor, consultant, agent, principal, partner, stockholderbe a director, officer, directorowner or partner of, or in acquire an interest in, any other individual or representative capacity, either for his own benefit or business competing with any of the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer businesses conducted by the Company or any of its Affiliatessubsidiaries or affiliates, nor directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or consultant, or otherwise engage, invest or participate in any business that is competitive with any of the businesses conducted by the Company or by any subsidiary or affiliate of the Company; provided, however, that nothing contained in this Section 3.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (iidirectly or indirectly); (b) contact, The Executive shall not actively solicit any employee of the Company or any of its subsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; and (c) The Executive shall not induce or attempt to solicit induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (Company or its Affiliates) during subsidiaries or affiliates to cease doing business with the term of Employee's employment with Employer; Company or (iii) solicit, recruit, induce, encourage its subsidiaries or affiliates or in any way cause interfere with the relationship between any employee such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of Employer customers for the purposes of this obligation refers to existing and/or contemplated products as of the time of this Agreement. (d) The applicable time periods set forth in this Section 3.4 shall be extended by the time of any (1) breach by the Executive of any terms of this Agreement, or an Affiliate(2) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding litigation involving the foregoing, Executive and the restriction provided Company in (i) above shall apply following respect of any of the termination provisions of this Agreement only if Employee receives (whether by the payments and benefits provided for in Section 5 Executive seeking relief from the terms hereof or 6 aboveby the Company seeking to enforce the terms hereof or otherwise).

Non-Compete and Non-Solicitation. Employee acknowledges and The Executive hereby agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and Company that for a period of one 12 months following the Termination Date: (1a) year thereafter, Employee The Executive shall not, without the prior written consent of the Chief Executive Officer of the Company, directly or indirectly, either engage in, be employed by, act as an employeea consultant or advisor to, employer, independent contractor, consultant, agent, principal, partner, stockholderbe a director, officer, directorowner or partner of, or acquire an interest in, any business engaged in manufacturing implant, rapid thermal processing, photostabilization or dry strip semiconductor processing systems (a “competitive business”), nor directly or indirectly have any other individual interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or representative capacityconsultant, either for his own benefit or the benefit of any other person or entity: (i) engage otherwise engage, invest or participate in a business which competes any competitive business; provided, however, that nothing contained in a material manner with Employer this Section 3.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (directly or indirectly); (b) The Executive shall not actively solicit any employee of the Company or any of its Affiliatessubsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; and (iic) contact, solicit The Executive shall not induce or attempt to solicit induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (Company or its Affiliates) during subsidiaries or affiliates to cease doing business with the term of Employee's employment with Employer; Company or (iii) solicit, recruit, induce, encourage its subsidiaries or affiliates or in any way cause interfere with the relationship between any employee such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of Employer customers for the purposes of this obligation refers to existing and/or contemplated products as of the time of this Agreement. (d) The applicable time periods set forth in this Section 3.4 shall be extended by the time of any (1) breach by the Executive of any terms of this Agreement, or an Affiliate(2) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding litigation involving the foregoing, Executive and the restriction provided Company in (i) above shall apply following respect of any of the termination provisions of this Agreement only if Employee receives (whether by the payments and benefits provided for in Section 5 Executive seeking relief from the terms hereof or 6 aboveby the Company seeking to enforce the terms hereof or otherwise).