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

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries he may become familiar with the trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies and their Subsidiaries and that his services shall be of special, unique and extraordinary value to the Companies and their Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView or its Subsidiaries, as such businesses exist on the date of the termination of Executive's employment, within any geographical area in which the Companies or their Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may will become familiar with the Company's and it Subsidiaries' trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their the Subsidiaries and that his services shall will be of special, unique and extraordinary value to the Companies Company and their the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for one year thereafter a period of less than twelve months after the termination of the Employment Period) (the "Noncompete Period"), he shall not directly or indirectly own any interest inown, manage, control, ----------------- participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, Subsidiaries as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company he shall become familiar, and their Subsidiaries he may become familiar during his employment with the Company, Auburn, BPI, or DPC, he has become familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, that during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render reader services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its SubsidiariesSubsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area employment anywhere in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company, he may shall become familiar with the trade secrets of the Companies and their Subsidiaries and with other Confidential Trade Secret Information concerning the Companies Company and their its Subsidiaries and Affiliated and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their Subsidiariesits Subsidiaries and Affiliates. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its SubsidiariesSubsidiaries or Affiliates, as such businesses exist or are in process on the date of the termination of Executive's employment, within any states or geographical area regions in which the Companies Company or their its Subsidiaries or Affiliates engage or plan to engage in such businesses. Nothing businesses on the date of the termination of Executive's employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may has become familiar with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during if the Employment Period and Executive is terminated for Good Cause or resigns other than for Good Reason, for a period one year thereafter after such termination or resignation (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Executive's Business he has become familiar, and their Subsidiaries he may will become familiar familiar, with the Company's and its Subsidiaries' and Divisions' trade secrets of the Companies and their Subsidiaries and with other Confidential Information confidential information concerning the Companies Company and their its Subsidiaries and Divisions and that his services shall have been and will be of special, unique and extraordinary value to the Companies and their SubsidiariesCompany. Therefore, Executive agrees that, during prior to the Employment Period and termination of Executive's employment and, in the event Executive resigns or is terminated for one year cause for a period of two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView or its Subsidiaries, the Executive's Business as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Executive's Business engages or their Subsidiaries engage or plan plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company he shall become familiar, and their Subsidiaries he may become familiar during his employment with the Company, he has become familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its SubsidiariesSubsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area employment anywhere in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may will become familiar with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information confidential information concerning the Companies and their Subsidiaries Company and that his services shall will be of special, unique and extraordinary value to the Companies and their SubsidiariesCompany. Therefore, Executive agrees that, during the Employment Period Period, during any period in which he is receiving payments pursuant to paragraph 4 or for which he has received a lump sum payment pursuant to this Agreement or any subsequent agreement, and for one year thereafter two years after such termination (the "Noncompete Non-Compete Period"), he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company (which business is an information or its Subsidiaries, as such businesses exist on the date of the termination of Executive's employmententertainment network marketing to colleges and universities), within any geographical area in which the Companies Company engages or their Subsidiaries engage or plan plans to engage in such businesses. Nothing Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) continuing his ownership, management and/or control of any business in which and to the extent which he held such interests and managed such interests prior to the Non-Compete Period, or (ii) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation company which is publicly traded, so long as Executive has no active participation in the management or the business of such corporationcompany.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company and their Subsidiaries its affiliates and subsidiaries he may has, and will continue to, become familiar with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their Subsidiaries its subsidiaries and that his services have been and shall continue to be of special, unique unique, and extraordinary value to the Companies Company and their Subsidiariesits subsidiaries. Therefore, Executive agrees that, during the Employment Period and term of his employment plus a period of two years following the date of termination of his employment with the Company for one year thereafter any reason (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiariessubsidiaries in the United States, as such businesses exist on or are in process during the date of the termination of Executive's employment, within any geographical area in which the Companies or their Subsidiaries engage or plan to engage in such businessesEmployment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation which that is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his her employment with the Companies Company she shall become familiar, and their Subsidiaries he may become familiar during her employment with the Company, she has become familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his her services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he she shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its SubsidiariesSubsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area employment anywhere in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company he shall become familiar, and their Subsidiaries he may has become familiar familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company he shall become familiar, and their Subsidiaries he may become familiar during his employment with the Company, Auburn, BPI, DPC or Xxxxxx, he has become familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its SubsidiariesSubsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area employment anywhere in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Companies and their Subsidiaries Company he may shall become familiar with the Company’s and its Subsidiaries’ trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and its Subsidiaries (and their Subsidiaries respective predecessor companies) and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, and therefore, Executive agrees that, during the Employment Period and for one year thereafter (until the "end of the Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView or its Subsidiaries, as such businesses exist on the date of the termination of Executive's employment, Competing Business within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.. For purposes of this paragraph, “

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may will become familiar with the Company's and it Subsidiaries' trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their the Subsidiaries and that his services shall will be of special, unique and extraordinary value to the Companies Company and their the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for one year thereafter a period of less than twelve months after the termination of the Employment Period) (the "Noncompete Period"), he shall not directly or indirectly own any interest inown, manage, control, ----------------- participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, Subsidiaries as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies Company prior to the date of this Agreement he shall become familiar, and their Subsidiaries he may become familiar during his employment with the Company he has become familiar, with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, ----------------- manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.such

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of his employment with the Companies Company and their Subsidiaries the Parent Partnership, he may shall become familiar with the trade secrets of the Companies and their Subsidiaries and with other Confidential Trade Secret Information concerning the Companies Company, the Parent Partnership and their Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies Company, the Parent Partnership and their Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company, the Parent Partnership or its their Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any states or geographical area regions in which the Companies Company, the Parent Partnership or their Subsidiaries engage or plan to engage in such businesses. Nothing businesses on the date of the termination of Executive's employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Companies Company and their its Subsidiaries he may shall become familiar with the Company’s trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their its predecessors and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Companies Company and their its Subsidiaries. Therefore, and therefore, Executive agrees that, during the Employment Period and for one year twelve months thereafter (the "“Noncompete Period"”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, as such businesses exist or are in process during the Employment Period on the date of the termination or expiration of Executive's employmentthe Employment Period, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges that in the course of his employment with the Companies Company and their Subsidiaries its subsidiaries he may will become familiar familiar, and during his employment with the Company and its predecessors he has become familiar, with the Company's and its subsidiaries' trade secrets of the Companies and their Subsidiaries and with other Confidential Information confidential information concerning the Companies Company, its subsidiaries and their Subsidiaries the Company's predecessors and that his services shall have been and will be of special, unique and extraordinary value to the Companies Company and their Subsidiariesits subsidiaries. Therefore, the Executive agrees that, during the Employment Period and in the case of termination for one year Cause or resignation (other than resignation for "Good Reason" following a "Change in Control"), for two years thereafter (the "Noncompete Period"), he shall not directly or ro indirectly own any interest inown, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Companies Company or their Subsidiaries its subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with Holdings, the Companies Company and their the Subsidiaries he may shall become familiar familiar, and he has become familiar, with Holdings' and the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies and their Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to Holdings, the Companies Company and their the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year 18 months thereafter (the "Noncompete Period"), he shall not directly or ----------------- indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business competing (including by himself or in association with any of person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of BrightView Holdings, the Company or its Subsidiaries, the Subsidiaries as such businesses exist or are in process on the date of the termination or expiration of Executive's employmentthe Employment Period, within any geographical area in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may will become familiar with the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information confidential information concerning the Companies Company and their Subsidiaries its predecessors and that his services shall will be of special, unique and extraordinary value to the Companies and their SubsidiariesCompany. Therefore, Executive agrees thatthat (i) during the period in which Executive is receiving compensation from the Company pursuant to paragraph 5 hereof, during or (ii) if the Employment Period and is terminated as provided in paragraph 5(b), for a period of one year thereafter following such termination (the "Noncompete Period"), he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with, render services for, or in any manner engage in any the business competing with any of the businesses of BrightView or its Subsidiaries, as such businesses exist on the date of the termination of Executive's employment, steakhouse-oriented restaurants within any geographical area in which the Companies Company or their its Subsidiaries materially engage or plan to materially engage in such businessesbusiness. Geographic areas in which the Company plans to operate and any businesses of the Company which exist or are in process will be identified in writing upon request of Executive within 30 days of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation entity which is publicly traded, so long as Executive has no active participation in the business management of such corporationentity.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries he may shall become familiar with the trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies and their Subsidiaries and that his services shall be of special, unique and extraordinary value to the Companies and their Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies or their Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with Holdings, the Companies Company and their the Subsidiaries he may shall become familiar familiar, and he has become familiar, with Holdings and the Company's trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies and their Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to Holdings, the Companies Company and their the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one year 18 months thereafter (the "Noncompete Period"), he shall not directly or ----------------- indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business competing (including by himself or in association with any of person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of BrightView Holdings, the Company or its Subsidiaries, the Subsidiaries as such businesses exist or are in process on the date of the termination or expiration of Executive's employmentthe Employment Period, within any geographical area in which the Companies or their Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries Company he may will become familiar with the Company's and it Subsidiaries' trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies Company and their the Subsidiaries and that his services shall will be of special, unique and extraordinary value to the Companies Company and their the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for one year thereafter a period of less than twelve months after the termination of the Employment Period) (the "Noncompete ---------- Period"), he shall not directly or indirectly own any interest inown, manage, control, participate ------ in, consult with, render services for, or in any manner engage in any business competing with any of the businesses of BrightView the Company or its Subsidiaries, Subsidiaries as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Companies Company or their its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.