Common use of Non-Compete Covenant Clause in Contracts

Non-Compete Covenant. The Executive hereby agrees that he shall not, during the Employment Term and for a period of twelve (12) months after the Termination Date (as long as he is entitled to and duly receives any payments due to him pursuant to Section 5.6.3 hereof), directly or indirectly engage in any business (whether as owner, manager, operator, lender, partner, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwise) in which the Company or any of its subsidiaries, as of the Termination Date, is engaged as a significant portion of its business (it is hereby agreed that (i) any business that constitutes at least twenty (20%) percent of the Company’s prior fiscal year’s revenues and (ii) the Company’s Power Conversion and Communications Products business areas shall automatically be deemed “significant” hereunder) in any geographic area in which the Company or any of its subsidiaries then is so engaged. Notwithstanding the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entity; provided, however, that said two (2%) percent limitation shall apply to the aggregate holdings of the Executive and those of all other persons and entities with whom the Executive has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term as a result of a change in a “Change of Control”, the non-compete covenant contained in this paragraph shall not apply to the Executive.

Non-Compete Covenant. The Executive hereby agrees Company and the Employee agree that he shall notthe Company's successful operation depends, in significant part, on the Employee's special knowledge and expertise in Finance. Consequently, during the Employment Term and for a period of twelve six (126) months after the Termination Date date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as long as he is entitled provided herein, agrees not (a) to and duly receives any payments due to him pursuant to Section 5.6.3 hereof)engage, directly or indirectly engage indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business (whether activities that are the same as owner, manager, operator, lender, partner, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwise) those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its subsidiariesofficers, as of the Termination Date, is engaged as a significant portion of its business (it is hereby agreed that (i) any business that constitutes at least twenty (20%) percent of the Company’s prior fiscal year’s revenues and (ii) the Company’s Power Conversion and Communications Products business areas shall automatically be deemed “significant” hereunder) directors or consultants to engage in any geographic area in which activity that, were it done by the Company or Employee, would violate any provision of its subsidiaries then is so engaged. Notwithstanding the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entitythis Section 5.1; provided, however, that said two notwithstanding the immediately preceding restrictions set forth in clauses (2a), (b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five percent (5%) percent limitation shall apply to the aggregate holdings of the Executive issued and those outstanding voting stock or interests of all other persons any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 5.1 shall only apply in the State of Utah. The Employee expressly agrees and entities with whom acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Executive has agreed to act for Employee, (ii) the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term general public will not be harmed as a result of a change in a “Change the enforcement of Control”this covenant not to compete, (iii) the non-compete Employee has had an opportunity to discuss the terms and conditions of this Agreement generally and this Section 5 specifically with his personal legal counsel, and (iv) the Employee understands and hereby agrees to each and every term and condition of this covenant contained in this paragraph shall not apply to the Executivecompete.

Non-Compete Covenant. The Executive hereby In order to preserve the confidentiality of the Company’s Confidential Information, and to protect the goodwill and other legitimate business interests of the Company, Employee agrees that he shall notthat, during Employee’s employment with the Employment Term Company and during the twelve-month period following the termination of Employee’s employment with the Company for a period of twelve any reason or no reason by Employee or the Company (12) months after the Termination Date (as long as he is entitled to and duly receives any payments due to him pursuant to Section 5.6.3 hereof“Non-Competition Period”), Employee shall not directly or indirectly engage in competition with the Company, and/or provide other products or services that are competitive with the products and/or services provided by the Company (collectively, a “Competing Business”), within the “Restricted Territory” defined below, without the express written consent of the Company. Employee further agrees that, during the Non-Competition Period, Employee will not directly or indirectly assist, perform services for, contract with, be employed by, establish or operate, or have an equity interest in any business (person or entity, whether as an employee, officer, director, owner, member, manager, operatoragent, lenderconsultant, partnerindependent contractor, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwise) , that engages in which a Competing Business within the Company or any of its subsidiariesRestricted Territory, as of without the Termination Date, is engaged as a significant portion of its business (it is hereby agreed that (i) any business that constitutes at least twenty (20%) percent express written consent of the Company’s prior fiscal year’s revenues . Employee agrees that the Non-Competition Period set forth herein shall be extended for a period equal to the duration of any breach of this covenant by Employee. For purposes of this Agreement, the term “Restricted Territory” means (a) each and every country, province, state, city or other political subdivision of the United States and Canada; (b) each and every country, province, state, city or other political subdivision of the European Union; and (iic) each and every country, province, state, city, or other political subdivision of the Company’s Power Conversion and Communications Products business areas shall automatically be deemed “significant” hereunder) in any geographic area world in which the Company or any of its subsidiaries then or affiliates is so engaged. Notwithstanding currently engaged in, currently plans to engage in, or engages in business in during the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entity; provided, however, that said two (2%) percent limitation shall apply to the aggregate holdings of the Executive and those of all other persons and entities with whom the Executive has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term as a result of a change in a “Change of Control”, the nonNon-compete covenant contained in this paragraph shall not apply to the ExecutiveCompetition Period.

Non-Compete Covenant. The Executive hereby agrees Company and the Employee agree that he shall notthe Company's successful operation depends, in significant part, on the Employee's special knowledge and expertise in Finance. Consequently, during the Employment Term and for a period of twelve two (122) months years after the Termination Date date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as long as he is entitled provided herein, agrees not (a) to and duly receives any payments due to him pursuant to Section 5.6.3 hereof)engage, directly or indirectly engage indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business (whether activities that are the same as owner, manager, operator, lender, partner, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwise) those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its subsidiariesofficers, as of the Termination Date, is engaged as a significant portion of its business (it is hereby agreed that (i) any business that constitutes at least twenty (20%) percent of the Company’s prior fiscal year’s revenues and (ii) the Company’s Power Conversion and Communications Products business areas shall automatically be deemed “significant” hereunder) directors or consultants to engage in any geographic area in which activity that, were it done by the Company or Employee, would violate any provision of its subsidiaries then is so engaged. Notwithstanding the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entitythis Section 5.1; provided, however, that said two notwithstanding the immediately preceding restrictions set forth in clauses (2a), (b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five percent (5%) percent limitation shall apply to the aggregate holdings of the Executive issued and those outstanding voting stock or interests of all other persons any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 5.1 shall only apply in the State of Utah. The Employee expressly agrees and entities with whom acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Executive has agreed to act for Employee, (ii) the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term general public will not be harmed as a result of a change in a “Change the enforcement of Control”this covenant not to compete, (iii) the non-compete Employee has had an opportunity to discuss the terms and conditions of this Agreement generally and this Section 5 specifically with his personal legal counsel, and (iv) the Employee understands and hereby agrees to each and every term and condition of this covenant contained in this paragraph shall not apply to the Executivecompete.

Non-Compete Covenant. The Executive hereby agrees that he (a) From the Closing Date until the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), each Selling Company shall not, and shall not permit any Affiliate of such Selling Company, directly, to (i) (A) own or control any interest in (except, together with its Affiliates, as a passive investor of less than five percent (5%) of the capital stock or publicly traded notes or debentures of a publicly held company (other than Premier, Inc., a Delaware Corporation or its Affiliates) that is engaged, directly, in the Wrap Network Business or the Network Access Business (the “Restricted Businesses”) or less than five percent (5%) of the capital stock or convertible securities of a privately held company that is engaged, directly, in the Restricted Businesses, as long, in either case, neither Selling Company nor any of its Affiliates (I) is actively engaged in or provides advice regarding the management, operations or strategy of such company, (II) encourages or directs such company to engage in, expand into or acquire, or provides any business support or advice to such company regarding the engagement or expansion into or acquisition of, any line of business that competes with products or services provided or sold by the Wrap Network Business or the Network Access Business, or (III) encourages or directs such company to engage in, or provides any business support or advice to such company regarding the engagement in, any activities covered by Section 6.3); (B) act as an officer, employee, consultant, independent contractor, agent, director, partner, member, or joint venturer of; (C) lend credit or money for the purpose of establishing or operating; or (D) allow such Person’s name or reputation to be used by, any other Person (a “Competitor”) that is engaged, directly, in the Restricted Business, or (ii) engage in, or partner with, the Wrap Network Business or the Network Access Business, in each case anywhere in the United States of America and its territories and possessions. (b) In addition, during the Employment Term Restricted Period, each Selling Company shall not, and shall not permit any Affiliate of such Selling Company to, directly or indirectly, influence or attempt to influence any Person who is a contracting party with the Restricted Businesses, the Purchaser and/or its Affiliates to terminate or adversely amend any existing written or oral agreement of the Restricted Businesses, the Purchaser and/or its Affiliates. (c) Each Selling Company acknowledges that the Restricted Businesses are conducted and the Purchaser and its Affiliates will continue to conduct the Restricted Businesses throughout the United States of America and its territories and possessions and this Section 6.2 therefore shall be effective throughout the United States of America and its territories and possessions. (d) Notwithstanding anything in this Section 6.2 to the contrary: (i) the Permitted DirectPay Product and Network, the Permitted PPP Utility and Network, the Permitted OON Recovery Application, the Permitted Claims Direction Application, the Permitted Claims Securitization Product, the Permitted EFT Network Steerage Application, the Permitted International PPO Network, the Medicare Advantage Product and Network, and the Permitted Captive Insurance Business (collectively, the “Permitted Products and Applications”) shall not be a violation of Section 6.2(a), and the Selling Companies are permitted to sell and operate these products in the United States of America and its territories and possessions, provided, that the Selling Companies providing such Permitted Products and Applications are complying with the provisions of Section 6.2(b) and Section 6.3 (for a period avoidance of twelve (12) months after doubt, the Termination Date (Permitted Products and Applications carveout from Section 6.2 is not intended to preclude the Selling Companies from pursuing future products and applications not listed herein, as long as he is entitled to the Selling Companies and duly receives any payments due to him pursuant to their Affiliates are complying with the provisions of Section 5.6.3 hereof6.2(b) and Section 6.3); (ii) the provision of a Restricted Business by a Selling Company shall not be a violation of Section 6.2(a) as long as (A) the customers of such Restricted Business do not have headquarters or jurisdictions of incorporation or formation in the United States of America or its territories or possessions), directly or indirectly engage and (B) the Selling Company providing such Restricted Business is complying with the provisions of Section 6.2(b) and Section 6.3; and (iii) after the second (2nd) Business Day after a Purchaser Deal Announcement (as defined in any business Section 6.5 below), the engagement in Premier Securities Trading (whether as owner, manager, operator, lender, partner, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwisedefined in Section 6.5 below) in which the by a Selling Company or any equityholder of its subsidiariesa Selling Company, any Affiliate of a Selling Company or any equityholder of any Affiliate of a Selling Company shall not be a violation of Section 6.2(a). (e) Except as specifically set forth in this Agreement, including this Section 6, the Conveyance Documents, the Continuing Relationship Documents and the other agreements referenced herein to be entered into at the Closing, the intention of the Termination Date, parties hereto is engaged as a significant portion of its business (it is hereby agreed that (i) any the business that constitutes at least twenty (20%) percent of the Company’s prior fiscal year’s revenues Selling Companies, including the exclusive control and ownership of the Excluded Assets, is not being restricted after the Closing and (ii) the Company’s Power Conversion and Communications Products business areas Purchaser shall automatically be deemed “significant” hereunder) in any geographic area in which have no rights regarding the Company or any of its subsidiaries then is so engaged. Notwithstanding the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entity; provided, however, that said two (2%) percent limitation shall apply to the aggregate holdings of the Executive and those of all other persons and entities with whom the Executive has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term as a result of a change in a “Change of Control”, the non-compete covenant contained in this paragraph shall not apply to the ExecutiveExcluded Assets.

Non-Compete Covenant. The Executive hereby agrees Company and the Employee agree that he shall notthe Company's successful operation depends, to a great extent, on the Employee's special knowledge and expertise in business and international commerce and finance. Consequently, during the Employment Term and for a period of twelve two (122) months years after the Termination Date date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as long as he is entitled provided herein, agrees not (a) to and duly receives any payments due to him pursuant to Section 5.6.3 hereof)engage, directly or indirectly engage indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business (whether activities that are the same as owner, manager, operator, lender, partner, stockholder, licensor, licensee, joint venturer, employee, consultant or otherwise) similar to those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its subsidiariesofficers, as of the Termination Date, is engaged as a significant portion of its business (it is hereby agreed that (i) any business that constitutes at least twenty (20%) percent of the Company’s prior fiscal year’s revenues and (ii) the Company’s Power Conversion and Communications Products business areas shall automatically be deemed “significant” hereunder) directors or consultants to engage in any geographic area in which activity that, were it done by the Company or Employee, would violate any provision of its subsidiaries then is so engaged. Notwithstanding the foregoing, the Executive shall be permitted to own (as a passive investment) not more than two (2%) percent of the economic interests of a person or entitythis Section 6.1; provided, however, that said two notwithstanding the immediately preceding restrictions set forth in clauses (2a), (b) and (c) of this Section 6.1, the Employee shall be allowed to own up to five percent (5%) percent limitation shall apply to the aggregate holdings of the Executive issued and those outstanding voting stock or interests of all other persons any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 6.1 shall only apply in the State of Utah. The Employee expressly agrees and entities with whom acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Executive has agreed to act for Employee, (ii) the purpose of acquiring, holding, voting or disposing of such securities, except pursuant to a bona fide operating agreement in respect of such person or entity, such as a stockholders’ agreement or partnership agreement. In the event of a termination of the Employment Term general public will not be harmed as a result of a change in a “Change the enforcement of Control”this covenant not to compete, (iii) the non-compete Employee's personal legal counsel has reviewed this covenant contained in not to compete, and (iv) the Employee understands and hereby agrees to each and every term and condition of this paragraph shall covenant not apply to the Executivecompete.