Common use of Non-Compete; Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, she has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporation.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, she he has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her his services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporation.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges You acknowledge that, in the course of your employment with the Company and/or its affiliatesCompany, she has and you will become familiar with the Company’s and its predecessors and affiliatesAffiliates’ trade secrets and with other confidential information Confidential Information concerning the Company and its predecessors and affiliates Affiliates and that her your services have been and will be of special, unique and extraordinary value to the Company and its affiliatesAffiliates. Therefore, in order to protect the Company’s interest in its Confidential Informationyou agree that, the Executive agrees that during the Employment Restriction Period (as defined in Section 8(b) below) and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the a period of eighteen months following such Restriction Period, you will not (x) anywhere in the United States or anywhere the Company or any violation of this Section 8)its Affiliates conducts business or (y) anywhere the Company or any of its Affiliates has spent time and resources in connection with expanding its business, she shall not directly or indirectly indirectly, either on your own behalf or on behalf of any other person, firm or entity: (i) own, manage, controloperate, participate inprovide services to, consult with, render services forprovide financing to, join, control or participate in the ownership, management, operation or control of, or in any manner engage in or represent the provision of financing to, any business competing with wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in the developmentbusiness of manufacturing, marketing, and/or sale sale, research or development of drugs intended pharmaceuticals for use cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, “Specified Therapies”); provided, however, that this Section 8(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the treatment manufacture, sale, marketing or distribution of attention deficit disorderpharmaceutical products so long as neither you nor such employer is involved in the manufacturing, attention deficit and hyperactivity disordermarketing, headachessale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies. (ii) say anything or otherwise communicate to a competitor, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder actual or any other products and/or services potential customer of the Company or its affiliates that exist any Affiliate, the media, or are in other third party which is harmful to the process of being formed or acquired as reputation of the Termination Date Company or any of its Affiliates or which could be reasonably expected to lead any person to cease to deal with the Company or any of its Affiliates on substantially equivalent terms to those previously offered or at all. (the b) For purposes of this letter agreement, “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted TerritoryRestriction Period” means (i) the United States Employment Period and any other period during which you are employed by the Company or any of its Affiliates, whether pursuant to this Agreement or otherwise, and (ii) any other country or territory in which the Company has engaged ina period of six months following your separation from employment, or is engaging in, the Business as regardless of the Termination Date. Nothing herein shall be construed to prevent reason for your separation and whether caused by you or the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporationCompany.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that, in that during the course of employment with the Company and/or its affiliates, she Employment Period he has and will shall become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates Confidential Information and that her his services have been and will shall continue to be of special, unique and extraordinary value to the Company Company, its Subsidiaries and its affiliates. Thereforetheir Affiliates, in order to protect the Company’s interest in its Confidential Informationand therefore, the Executive agrees that that, during the Employment Period and for one (1) year thereafter (collectivelyPeriod, he shall not, except on behalf of or at the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services direction of the Company or its affiliates Subsidiaries or Affiliates, directly or indirectly (whether through the ownership, management, operation or control of any entity, as a director, officer, employee, partner, consultant, principal, agent, trustee, proprietor, joint venturer, member, manager, stockholder or independent contractor of any entity or otherwise), engage or participate in any business activity that competes directly or indirectly with a material business of the Company or any of its Subsidiaries as such businesses exist or are demonstrably in process during the process Employment Period, in any geographical area in which, during the Employment Period, the Company is engaged or has definitive plans to engage. In addition, Executive agrees that, during the Restricted Period (as defined below), he shall not, except on behalf of being formed or acquired as at the direction of the Termination Date Company or its Subsidiaries or Affiliates, directly or indirectly (whether through the “Business”ownership, management, operation or control of any entity, as a director, officer, employee, partner, consultant, principal, agent, trustee, proprietor, joint venturer, member, manager, stockholder or independent contractor of any entity or otherwise) engage or participate in any business activity that would require Executive to employ, reveal or otherwise utilize any Trade Secrets in any manner not otherwise permitted hereunder. (b) Executive shall not, during the Restricted Period (as defined below), within except on behalf of the Company or its Subsidiaries or Affiliates, directly or indirectly, for himself or on behalf of any Restricted Territoryother person or entity, employ, reveal or otherwise utilize any Trade Secrets to solicit, divert, take away or attempt to take away any of the Company’s (or its Subsidiaries’ or Affiliates’) customers, suppliers, licensors, licensees, franchisors or other persons with whom the Company (or its Subsidiaries or Affiliates) does business or the business or patronage of any such customer, supplier, licensor, licensee, franchisor or other person or in any way interfere with the relationship between any such customer, supplier, licensor, licensee, franchisor or other person and the Company or such Subsidiary or Affiliate. As used in For purposes of this Agreement, the term “Restricted TerritoryPeriod” means the Employment Period and the twenty-four (i24) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporationmonths thereafter.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that, in that during the course of his employment with the Company and/or and its affiliates, she has and will affiliates he shall become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information Confidential Information concerning the Company and its predecessors and affiliates and that her his services have been and will shall be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Informationand therefore, the Executive agrees that that, during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Noncompete Period,” subject to automatic extension during the period of any violation of this Section 8)”), she he shall not directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in or represent any company engaged in a business competing that competes with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services businesses of the Company or its affiliates that affiliates, as such businesses exist or are in process during the process of being formed Employment Period or acquired as on the date of the Termination Date (termination or expiration of the “Business”), Employment Period within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory geographical area in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed its affiliates engage or have definitive plans to prevent the Executive from participating engage in and completing all necessary activities required to maintain the Executive’s professional standardssuch businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) 2% of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Businesstraded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or consultant of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates). (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in For the course purposes of employment with the Company and/or its affiliates, she has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Competitive Enterprise” shall mean any insurance company, insurance holding company, federal or state-chartered bank, savings and loan association, savings bank, credit union, consumer finance company, bank holding company, savings and loan holding company, unitary holding company, financial holding company or any of the foregoing types of entities in the process of organization or application for federal or state regulatory approval and shall also include other providers of financial services and entities that offer services or products competitive with the services or products which the Employers or their respective subsidiaries or affiliates currently offer or may in the future offer. (b) During the Employment Period and for a period of two (2) years (the “Restricted Territory” means Period”) immediately following Executive’s separation of employment under this Agreement for any reason, Executive shall not: (i) serve as a director, officer, employee or agent of, or act as a consultant or advisor to, any Competitive Enterprise in any city or county in which the Employers or their respective subsidiaries or affiliates are then conducting business or maintain an office or have publicly announced their intention to conduct business or maintain an office; (ii) in any way, directly or indirectly, solicit, divert or contact any existing or potential customer of the Employers or any of their respective subsidiaries or affiliates that Executive solicited, became aware of, transacted business with, or performed services for during the Employers’ employment of Executive for the purpose of selling any services or products that compete with the services or products the Employers or their respective subsidiaries and affiliates currently offer or in the future, may offer, or solicit or assist in the employment of any employee of the Employers or their respective subsidiaries or affiliates for the purpose of becoming an employee of or otherwise provide services for any Competitive Enterprise. (c) During the Employment Period and thereafter, Executive shall not make any negative or disparaging statements or communications regarding the Employers, their personnel or operations. (d) If, at the time of enforcement of Sections 5, 6 or 7 of this Agreement, a court shall hold that the duration, scope or geographical area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive acknowledges that Executive’s compliance with Sections 5, 6 and 7 of this Agreement is necessary to protect the goodwill, customer relations, trade secrets, confidential information and other proprietary and legitimate business interests of the Employers. Executive acknowledges that any breach of any of these covenants will result in irreparable and continuing damage to the Employers’ business for which there will be no adequate remedy at law and Executive agrees that, in the event of any such breach of the aforesaid covenants, the Employers and their successors and assigns shall be entitled to seek injunctive relief and to such other and further relief as may be available at law or in equity. Accordingly, Executive expressly agrees that upon any breach, or threatened breach, of the terms of this Agreement, the Employers shall be entitled, as a matter of right, in any court of competent jurisdiction in equity or otherwise to enforce the specific performance of Executive’s obligations under this Agreement, to obtain temporary and permanent injunctive relief without the necessity of proving actual damage to the Employers or the inadequacy of a legal remedy. In the event a court orders the Employers to post a bond in order to obtain such injunctive relief for a claim under this Agreement, Executive agrees that the Employers will be required to post only a nominal bond. The rights conferred upon the Employers in this paragraph shall not be exclusive of any other rights or remedies that the Employers may have at law, in equity or otherwise. (f) In the event that Executive materially violates any of the covenants in this Agreement and the Employers commence legal action for injunctive or other relief, then the Employers shall have the benefit of the full period of the covenants such that the covenants shall have the duration of two (2) years computed from the date Executive ceased violation of the covenants, either by order of the court or otherwise. (g) Executive acknowledges and agrees that the restrictive covenants contained herein: (i) are necessary for the reasonable and proper protection of the goodwill of the Employers and their trade secrets, proprietary data and confidential information; (ii) are reasonable with respect to length of time, scope and geographic area; and (iii) will not prohibit Executive from engaging in other businesses or employment for the purpose of earning a livelihood following the termination of his relationship with the Employers. (h) If Executive materially breaches the general release provided for in Section 4(c) or any provision of Sections 5, 6 and 7 hereunder: (i) the United States Employers shall no longer be obligated to make any payments or provide any other benefits pursuant to Section 4; and (ii) any other country or territory in which the Company has engaged inas applicable, or is engaging in, the Business as Executive shall forfeit all of the Termination Date. Nothing herein Severance Benefits previously provided to Executive and/or the Employers shall be construed entitled to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock reimbursement of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporationSeverance Benefits made to Executive.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges thatDuring the Term, in the course of employment with the Company and/or its affiliates, she has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for a one (1) year thereafter (collectivelyperiod thereafter, regardless of the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8)reason for termination, she Employee shall not not, directly or indirectly indirectly, anywhere in the United States, engage in, or own, manage, control, participate invest in, consult withmanage or control any venture or enterprise primarily engaged in any office-service, render services forflex, or in any manner engage in office property development or represent any business competing acquisition activities that are competitive with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services activities of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standardsGroup. Nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one five percent (15%) of the outstanding stock of any class of securities of a corporation company or other entity engaged in such business which is publicly traded that is engaged in the Businesstraded, so long as the Executive she has no active participation in the business of such corporationcompany or other entity. (b) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions and upon substitution by such court, this Agreement shall be automatically modified without further action by the parties hereto. (c) Employee agrees that during the Term, and for a one (1) year period thereafter, regardless of the reason for termination, Employee will not, without written consent of the Company Group, directly or indirectly, including causing, encouraging, directing or soliciting any other person to, contact, approach or solicit (other than, so long as Employee continues to be employed by the Company Group and makes such contact, approach or solicitation made on behalf of the Company Group) for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any person who is or has been employed or retained in the operation of the Company Group’s business during the period commencing three (3) months prior to the date of such hiring or offering of employment, or induce, interfere with or solicit, or attempt to induce, interfere with or solicit, any person that is a current or former customer, supplier or other business relation of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part or reduce the amount of business with the Company Group. (d) Employee agrees not to disparage the Company Group or its past and present investors, officers, directors or employees. (e) Employee acknowledges and agrees that (i) Employee’s obligation to comply with the restrictions in this Section 11 shall be independent of any obligation owed to Employee by the Company Group (whether under this Agreement or otherwise), and specifically shall not be dependent upon whether Employee is entitled to any form of severance pay or benefits pursuant to this Agreement or otherwise, (ii) no claim against the Company Group by Employee (whether under this Agreement or otherwise) shall constitute a defense to the enforcement by the Company Group of the restrictions in this Section 11, (iii) the time limitations and the geographic scope on the restrictions in this Section 11 are reasonable, (iv) the restrictions imposed under this Section 11 are reasonably necessary for the protection of the Company Group and its goodwill, Confidential Information, and other legitimate business interests and do not impose a greater restraint than necessary to provide such protection, (v) that through this Agreement, Employee shall receive adequate consideration for any loss of opportunity associated with the restrictions of this Section 11, and (vi) that the provisions of this Section 11 and its subparts provide a reasonable way of protecting the Company Group’s business value. (f) In the event that Employee breaches any covenant, obligation or duty in this Section 11, any such duty, obligation, or covenant to which the parties agreed by this Section 11 shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals. The duration and length of Employee’s duties and obligations as agreed by this Section 11 shall continue upon the effective date of any such settlement, or judicial or other resolution. (g) Upon any material breach by Employee of any of the provisions of Section 9, 10 or 11, Employee shall immediately, permanently and irrevocably forfeit without payment of consideration of any kind any and all rights to any of the benefits and payments otherwise payable to Employee pursuant to this Agreement (other than those set forth in Section 6(a)(i)-(v)). In addition, in view of the nature of the rights in goodwill, employee relations, trade secrets, and business reputation and prospects of the Company Group to be protected under Sections 9, 10 and 11, Employee understands and agrees that the Company Group could not be reasonably or adequately compensated in damages in an action at law for Employee’s breach of Employee’s obligations (whether individually or together) under Sections 9, 10 or 12. Accordingly, Employee specifically agrees that the Company Group shall be entitled to temporary and permanent injunctive relief, specific performance, and other equitable relief to enforce the provisions of Sections 8, 10 and 11, and that such relief may be granted without the necessity of proving actual damages, and without bond. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE PROVISIONS IN SECTIONS 9, 10 AND 11 ARE ESSENTIAL AND MATERIAL TO THIS AGREEMENT, AND THAT UPON BREACH OF SECTION 9, 10 OR 11 BY EMPLOYEE, THE COMPANY GROUP IS ENTITLED TO WITHHOLD PROVIDING PAYMENTS OR CONSIDERATION, TO EQUITABLE RELIEF TO PREVENT CONTINUED BREACH, TO RECOVER DAMAGES AND TO SEEK ANY OTHER REMEDIES AVAILABLE TO THE COMPANY GROUP. This provision with respect to injunctive relief shall not, however, diminish the right of the Company Group to claim and recover damages or other remedies in addition to equitable relief.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, she has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the For a period of any violation one year following the end of this Section 8)the Earnout Period, she other than as set forth on Schedule 5.12(a) of the Disclosure Letter, each Seller shall not, and shall cause its Affiliates not to, directly or indirectly own, manage, control, participate in, consult with, render services for, through any Person or contractual arrangement: (i) engage in any manner engage in business that provides products or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company kind provided by the Group Companies or its affiliates that exist or are in the process of being formed or acquired Parent as of the Termination Closing Date (the “Business”), within or perform management, executive, advisory or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any Restricted Territoryeconomic benefit from, exert any influence upon, participate in, render services or advice to, or allow any of its officers or employees to be connected as an officer, employee, partner, member, stockholder, consultant or otherwise with, any business or Person that competes in whole or in material part with the Business; provided, that the foregoing shall not prohibit or restrict a Seller from (1) engaging in investment activities through such Person’s family office and/or personal investment vehicle subject to compliance with Parent’s internal allocation, conflicts of interest and other policies or (2) being employed by any Person that generates (collectively with its Affiliates) less than twenty-five (25%) of its consolidated revenue from the Business, but only to the extent such Seller does not allocate any of its professional time or job duties to any division, group or activities of such Person that are engaged in the Business and otherwise complies with the provisions of this Section 5.12 and any other agreement between such Seller and Parent or its Affiliates; (ii) solicit, recruit or hire any person who at any time on or after the date of this Agreement is a Group Company Employee or a Parent Employee; provided, that the foregoing shall not prohibit a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Group Company Employees or Parent Employees; (iii) solicit any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client for the purpose (which need not be the sole or primary purpose) of providing any Investment Services to any such Person; (iv) perform any Investment Services for any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client; or (v) disparage Parent or any of its Affiliates (including any Group Company) in any way that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of Parent or any of its Affiliates (including any Group Company) with the public generally, or with any of their clients, suppliers or employees. (b) Each Seller acknowledges that the covenants of such Seller set forth in this Section 5.12 are an essential element of this Agreement and that any breach by such Seller of any provision of this Section 5.12 will result in irreparable injury to Parent. As used Parent acknowledges that in the event of such a breach, in addition to all other remedies available at law, Parent shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising therefrom, as well as such other damages as may be appropriate. Each Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.12 are reasonable and proper to protect the legitimate interest of Parent. (c) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 5.12 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to Parent the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.12 because taken together they are more extensive than necessary to assure to Parent the intended benefits of this Agreement, it is expressly understood and agreed by the term “Restricted Territory” means (i) parties that the United States and (ii) any other country or territory provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in which the Company has engaged insuch proceeding, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent deemed eliminated, for the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business purposes of such corporationproceeding, from this Agreement.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges You acknowledge that, in the course of your employment with the Company and/or its affiliatesCompany, she has and you will become familiar with the Company’s and its predecessors and affiliatesAffiliates’ trade secrets and with other confidential information Confidential Information concerning the Company and its predecessors and affiliates Affiliates and that her your services have been and will be of special, unique and extraordinary value to the Company and its affiliatesAffiliates. Therefore, in order to protect the Company’s interest in its Confidential Informationyou agree that, the Executive agrees that during the Employment Restriction Period (as defined in Section 8(b) below) and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the a period of three years following such Restriction Period, you will not (x) anywhere in the United States or anywhere the Company or any violation of this Section 8)its Affiliates conducts business or (y) anywhere the Company or any of its Affiliates has spent time and resources in connection with expanding its business, she shall not directly or indirectly indirectly, either on your own behalf or on behalf of any other person, firm or entity: (i) own, manage, controloperate, participate inprovide services to, consult with, render services forprovide financing to, join, control or participate in the ownership, management, operation or control of, or in any manner engage in or represent the provision of financing to, any business competing with wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in the developmentbusiness of manufacturing, marketing, and/or sale sale, research or development of drugs intended pharmaceuticals for use cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, “Specified Therapies”); provided, however, that this Section 8(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the treatment manufacture, sale, marketing or distribution of attention deficit disorderpharmaceutical products so long as neither you nor such employer is involved in the manufacturing, attention deficit and hyperactivity disordermarketing, headachessale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies. (ii) say anything or otherwise communicate to a competitor, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder actual or any other products and/or services potential customer of the Company or its affiliates that exist any Affiliate, the media, or are in other third party which is harmful to the process of being formed or acquired as reputation of the Termination Date Company or any of its Affiliates or which could be reasonably expected to lead any person to cease to deal with the Company or any of its Affiliates on substantially equivalent terms to those previously offered or at all. (the b) For purposes of this letter agreement, “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted TerritoryRestriction Period” means (i) the United States Employment Period and any other period during which you are employed by the Company or any of its Affiliates, whether pursuant to this Agreement or otherwise, and (ii) any other country or territory in which the Company has engaged ina period of six months following your separation from employment, or is engaging in, the Business as regardless of the Termination Date. Nothing herein shall be construed to prevent reason for your separation and whether caused by you or the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporationCompany.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges thatIn further consideration of the compensation to be paid to Consultant hereunder, the Xxxxxx acknowledge that in the course of employment with the Company and/or its affiliatesServices that they have, she has and will continue to, become familiar with the Company’s and its predecessors and affiliatesAffiliates’ trade secrets secrets, methods of doing business, business plans and with other confidential information valuable Confidential Information concerning the Company and its predecessors Affiliates and affiliates their customers and suppliers and that her the Xxxxxx’ services have been and will be of special, unique and extraordinary value to the Company and its affiliatesAffiliates. ThereforeThe Xxxxxx agree that, so long as the Xxxxxx are providing Services and continuing for 24 months thereafter, the Xxxxxx will not, directly or indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in the case of the Xxxxxx, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that the Xxxxxx acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in order to protect the Company’s interest in its Confidential InformationBusiness, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, provide financing to, consult with, or render services for, any other Person that, directly or indirectly, engages in the Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, partner, member, stockholder or otherwise) in any manner engage business (regardless of the form in which conducted) which is, directly or represent any business competing with the developmentindirectly, marketing, and/or sale of drugs intended for use engaged in the treatment of attention deficit disorderBusiness; provided, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall will prohibit the Executive Xxxxxx from being a passive owner of not more than one percent (1%) % of the outstanding stock of any class of a corporation which is publicly traded that is engaged traded, and nothing herein will prohibit the Xxxxxx from passive investments in any privately held corporation or other entity which does not engage in the Business. The term “Applicable Area” means a 10 mile radius of any of the existing clinics of the Company, so long as which are listed on Exhibit B hereof, (2) the Executive has no active participation in clinics or retail stores purchased by the business of such corporationCompany pursuant to the Purchase Agreement and (3) the clinics or retail stores opened by Consultant pursuant to this Agreement.

Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees that during the course of such Executive’s association with the Company or any of its Subsidiaries, the Executive has had the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Agreement Date, the Executive covenants and agrees to comply with the terms and provisions set forth in this Section 8. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, she has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning that the Company and its predecessors and affiliates and that her services have been and will be of specialSubsidiaries currently conduct the Business throughout the world (the “Territory”). Accordingly, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one period (1) year thereafter (collectively, the “Non-Compete Period,” subject ”) commencing on the Agreement Date and ending on the first anniversary of either (i) the Termination Date, or (ii) the date of the Executive’s termination of employment during any Post-Employment Agreement Period, as applicable, the Executive shall not, without the consent of the Company, directly or indirectly, enter into, engage in, assist, give or lend funds to automatic extension during or otherwise finance, be employed by or consult with, or have a financial or other interest (other than (i) an ownership interest of less than 1% of the period of outstanding common equity securities in any violation publicly traded company and (ii) an investment by the Executive in the restaurant business operated by the Executive’s brother) in, any business which competes with the Business, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) or Section 8(b) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of this Section 8)8(a) and Section 8(b), she and to add or delete specific words or phrases. This Section 8(a) and Section 8(b) as modified shall not then be enforced. (b) The Executive covenants and agrees that during the Non-Compete Period, the Executive will not, directly or indirectly ownindirectly, manage, control, participate in, consult with, render services for, either for himself or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services Person (i) solicit any employee of the Company or any of its affiliates that exist Subsidiaries to terminate his or are in her employment with the process Company or any of being formed or acquired as its Subsidiaries, (ii) solicit any customer of the Termination Date Company or any of its Subsidiaries to purchase products or services of or on behalf of the Executive or such other Person that are competitive with the products or services provided by the Company or any of its Subsidiaries or (the “Business”), within iii) take any Restricted Territory. As used action (not otherwise described in this Agreement, the term “Restricted Territory” means (iSection 8(b)(i) the United States and (ii)) any other country or territory in which intended to cause injury to the relationships between the Company has engaged inor any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or is engaging inother business associate of the Company or any of its Subsidiaries as such relationship relates to the Company’s or any of its Subsidiaries’ conduct of the Business. Notwithstanding the foregoing, the Business as of restrictions set forth in Section 8(b)(i) shall expire on the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class first anniversary of a corporation which is publicly traded Liquidation Event. (c) The Executive understands that is engaged the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the Business, so long as but he nevertheless believes that he has received and will receive sufficient consideration and other benefits under this Agreement and the Executive has no active participation Pliant 2006 Restricted Stock Incentive Plan and Pliant Deferred Cash Incentive Plan to clearly justify such restrictions which, in the business of such corporationany event, he does not believe would prevent him from otherwise earning a living.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges thatthat by virtue of the employment relationship with Company contemplated by this Agreement, in the course of employment with the Company and/or its affiliates, she Executive has been and will become familiar with be granted immediate access to certain trade secrets, Confidential Information, business methods, technologies and other proprietary information of Company, and the Company’s opportunity to have access to customers and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates associated goodwill, and that her his services have been and will be of special, unique and extraordinary value to the Company and its affiliatesCompany. Therefore, in order to protect the Company’s interest in its the Confidential Information, the Executive agrees that during the Employment Period period beginning on the Effective Date and for one (1) ending on the two-year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as anniversary of the Termination Date (the subject to automatic extension by one day for each day Executive is in violation of this Section 8(a), “BusinessRestriction Period”), he will not, directly or indirectly (including via any family member (whether or not sharing the same household) or any Affiliate of such a family member), provide services that are the same or similar in function or purpose to any of the services provided by Executive to Company (as an owner, manager, consultant, contractor, employee, agent or otherwise) to any business within any the Restricted TerritoryTerritory (defined below) that is competitive (i) with the Business as of the date hereof; or (ii) the businesses and/or services of Company as such businesses, products and/or services develop between the date hereof and the Termination Date. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country 100-mile radius of each of Company’s physical locations or territory in which the Company is actively planning to purchase or develop a physical location (and of which plan Executive has engaged in, or is engaging in, the Business knowledge) as of the Termination Date. .Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall will prohibit the Executive from being a passive owner of not more than one percent (1%) % of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Businesstraded, so long as the Executive has no active participation in the business of such corporation.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, she he has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that her his services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8)9), she he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being developed, formed or acquired as of the Termination Date date the Agreement is terminated (the “Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Datedate the Agreement is terminated. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded that is engaged in the Business, so long as the Executive has no active participation in the business of such corporation.